S-4 1 d431538ds4.htm S-4 S-4
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As filed with the Securities and Exchange Commission on May 14, 2021

Registration Statement No. 333-            

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Form S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

Bird Global, Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

Delaware   7389   86-3723155
(State or other jurisdiction of
incorporation or organization)
  (Primary Standard Industrial
Classification Code Number)
  (I.R.S. Employer
Identification Number)

 

 

406 Broadway, Suite 369

Santa Monica, CA 90401

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

 

 

Wendy Mantell

Secretary

Bird Global, Inc.

406 Broadway, Suite 369

Santa Monica, California 90401

(866) 205-2442

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

Copies to:

 

Justin G. Hamill

Rachel W. Sheridan

Christopher J. Clark

Latham & Watkins LLP

1271 Avenue of the Americas

New York, New York 10020

(212) 906-1200

 

Wendy Mantell

General Counsel

Bird Rides, Inc.

406 Broadway, Suite 369

Santa Monica, California 90401

(866) 205-2442

 

Jim Mutrie

Co-Chief Executive Officer

Switchback II Corporation

5949 Sherry Lane, Suite 1010

Dallas, Texas 75225

(972) 514-9535

 

Douglas E. McWilliams

E. Ramey Layne

Vinson & Elkins L.L.P.

1001 Fannin Street, Suite 2500

Houston, Texas 77002

(713) 758-2222

 

 

Approximate date of commencement of proposed sale of the securities to the public:

As soon as practicable after this Registration Statement becomes effective and on completion of the business combination described in the enclosed proxy statement/prospectus.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.  ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer     ☐   Accelerated filer     ☐
Non-accelerated filer     ☒   Smaller reporting company     ☒
    Emerging growth company     ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)  ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)  ☐

 

 


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CALCULATION OF REGISTRATION FEE

 

 

Title of Each Class of

Securities to be Registered (1)

 

Amount

to be

Registered

 

Proposed

Maximum

Offering Price

per Share

 

Proposed

Maximum
Aggregate

Offering Price

  Amount of
Registration Fee

Class A Common Stock, par value $0.0001 per share (2)

  270,186,533 (3)   $9.86   $2,664,039,215.38 (4)   $290,646.68 (5)

Class X Common Stock, par value $0.0001 per share (2)

  39,344,717 (6)   $9.86   $387,938,909.62.82 (7)   $42,324.14 (5)

Warrants

  11,875,000 (8)   $1.21   $14,368,750.00 (9)   $1,567.63 (5)

Class A Common Stock issuable upon exchange of Switchback Warrants (2)

  11,875,000 (10)   $11.50   $136,562,500 (11)   $14,898.97 (5)

Total

          $3,202,909,375.00   $349,262.09

 

 

(1)

All securities being registered are issued by Bird Global, Inc., a corporation incorporated in the State of Delaware (“Bird Holdings”), in connection with the proposed business combination (the “Business Combination”) among Bird Holdings, Switchback II Corporation (“Switchback”), Maverick Merger Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of Switchback, and Bird Rides, Inc. (“Bird”), as described herein.

(2)

Pursuant to Rule 416(a) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.

(3)

Based on the maximum number of shares of Class A common stock, par value $0.0001 per share, of Bird Holdings (“New Bird Class A Common Stock”) estimated to be issued, or issuable, by Bird Holdings in connection with the Business Combination. Such maximum number of shares of New Bird Class A Common Stock is based on the sum of (i) up to 31,625,000 Class A ordinary shares, par value $0.0001 per share, of Switchback (“Class A Ordinary Shares”) that were sold pursuant to Switchback’s Registration Statement on Form S-1 (File No. 333-251487) as part of the units in Switchback’s initial public offering (the “public shares”), which will be cancelled and automatically converted, on a one-for-one basis, into shares of New Bird Class A Common Stock pursuant to the Domestication Merger, (ii) 7,906,250 Class B ordinary shares, par value $0.0001, of Switchback, which will be cancelled and automatically converted, on a one-for-one basis, into shares of Class B common stock, par value $0.0001, of Bird Holdings pursuant to the Domestication Merger (which shares and will thereafter convert, on a one-for-one basis, into shares of New Bird Class A Common Stock in connection with the Acquisition Merger), (iii) 205,026,918 shares of common stock, par value $0.000001 per share, of Bird (“Bird Common Stock”), which will be canceled and automatically converted into shares of New Bird Class A Common Stock pursuant to the Acquisition Merger (calculated based on an estimated exchange ratio of approximately 0.89 shares of New Bird Class A Common Stock for each share of Bird Common Stock), and (iv) up to 25,628,365 shares of New Bird Class A Common Stock that may be issued after consummation of the Acquisition Merger pursuant to the earnout provisions of the business combination agreement described herein (calculated based on an estimated exchange ratio of approximately 0.89 shares of New Bird Class A Common Stock for each share of Bird Common Stock).

(4)

Pursuant to Rules 457(c) and 457(f)(1) promulgated under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and solely for the purpose of calculating the registration fee, the proposed maximum aggregate offering price is an amount calculated as the product of (i) 270,186,533 shares of New Bird Class A Common Stock, the estimated maximum number of shares of New Bird Class A Common Stock that may be issued or issuable in connection with the Business Combination, and (ii) $9.86, the average of the high and low trading prices of the Class A ordinary shares, par value $0.0001 per share, of Switchback (the “Class A Ordinary Shares”) on May 13, 2021.

(5)

Calculated pursuant to Rule 457 of the Securities Act by determining the product of (i) the proposed maximum aggregate offering price and (ii) 0.0001091.

(6)

Based on the maximum number of shares of Class X common stock, par value $0.0001 per share, of Bird Holdings (“New Bird Class X Common Stock”) estimated to be issued, or issuable, in connection with the Business Combination. Such maximum number of shares of New Bird Class X Common Stock is based on the sum of (i) 34,973,082 shares of Bird Common Stock, which will be canceled and automatically converted into shares of New Bird Class X Common Stock pursuant to the Acquisition Merger (calculated based on an estimated exchange ratio of approximately 0.89 shares of New Bird Class X Common Stock for each share of Bird Common Stock), and (ii) up to 4,371,635 shares of New Bird Class X Common Stock that may be issued after consummation of the Business Combination pursuant to the earnout provisions of the business combination agreement described herein (calculated based on an estimated exchange ratio of approximately 0.89 shares of New Bird Class X Common Stock for each share of Bird Common Stock).

(7)

Pursuant to Rules 457(c) and 457(f)(1) promulgated under the Securities Act, and solely for the purpose of calculating the registration fee, the proposed maximum aggregate offering price is an amount equal to the product of (i) 43,783,887 shares of Class X Common Stock, the estimated maximum number of shares of Class X Common Stock that may be issued in connection with the Business Combination, and (ii) $9.86, the average of the high and low trading prices of the Class A Ordinary Shares on May 13, 2021.

(8)

Represents (i) 6,325,000 warrants to acquire Class A Ordinary Shares (“Switchback Warrants”) that were sold as part of the units in Switchback’s initial public offering and (ii) 5,550,000 warrants to acquire Class A Ordinary Shares that were sold to Switchback’s sponsor in a private placement. All such warrants will be assumed and converted into warrants to acquire shares of New Bird Class A Common Stock (“New Bird Warrants”) in connection with the Domestication Merger.

(9)

Pursuant to Rules 457(c) and 457(f)(1) promulgated under the Securities Act, and solely for the purpose of calculating the registration fee, the proposed maximum aggregate offering price is an amount equal to the product of (i) 11,875,000 New Bird Warrants, the estimated maximum number of New Bird Warrants that may be issued in connection with the Domestication Merger, and (ii) $1.21, the average of the high and low trading prices of the Switchback Warrants on May 13, 2021.

(10)

Represents Class A Common Stock issuable upon the exercise of New Bird Warrants.

(11)

Pursuant to Rule 457(g) promulgated under the Securities Act, and solely for the purpose of calculating the registration fee, the proposed maximum aggregate offering price is an amount equal to the product of (i) 11,875,000 shares of New Bird Class A Common Stock, the estimated maximum number of shares of New Bird Class A Common Stock that may be issued on exchange of New Bird Warrants, and (ii) $11.50, the exercise price of the New Bird Warrants.

 

 

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, or until this Registration Statement shall become effective on such date as the U.S. Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

 

 

 


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The information in this preliminary proxy statement/prospectus is not complete and may be changed. The securities described herein may not be sold until the registration statement filed with the U.S. Securities and Exchange Commission is declared effective. This preliminary proxy statement/prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

 

PRELIMINARY PROXY STATEMENT / PROSPECTUS

SUBJECT TO COMPLETION, DATED MAY 14, 2021

PROXY STATEMENT FOR

EXTRAORDINARY GENERAL MEETING OF SWITCHBACK II CORPORATION

PROSPECTUS FOR

270,186,533 SHARES OF CLASS A COMMON STOCK,

39,344,717 SHARES OF CLASS X COMMON STOCK, AND 11,875,000 WARRANTS OF BIRD GLOBAL, INC.

(AFTER THE DOMESTICATION MERGER DESCRIBED HEREIN)

 

 

The board of directors of Switchback II Corporation, a Cayman Islands exempted company (“Switchback”), has unanimously approved the Business Combination Agreement, dated as of May 11, 2021 (the “Business Combination Agreement”), by and among Switchback, Maverick Merger Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of Switchback (“Merger Sub”), Bird Rides, Inc., a Delaware corporation (“Bird”), and Bird Global, Inc., a Delaware corporation and wholly owned direct subsidiary of Bird (“Bird Holdings”), a copy of which is attached to this proxy statement/prospectus as Annex A.

Pursuant to the Business Combination Agreement, the business combination will be effected in two steps: (a) subject to the approval and adoption of the Business Combination Agreement by the shareholders of Switchback, Switchback will reincorporate to the State of Delaware by merging with and into Bird Holdings (the “Domestication Merger”), with Bird Holdings surviving the Domestication Merger as a publicly traded entity (such surviving entity, “New Bird” and the time at which the Domestication Merger becomes effective, the “Domestication Merger Effective Time” and becoming the sole owner of Merger Sub, and (b) at least one business day, but no more than two business days, after the Domestication Merger Effective Time (the “Acquisition Closing Date”), Merger Sub will merge with and into Bird (the “Acquisition Merger” and, together with the Domestication Merger and all other transactions contemplated by the Business Combination Agreement, the “Business Combination”), with Bird surviving the Acquisition Merger as a wholly owned subsidiary of New Bird.

At the Domestication Merger Effective Time, pursuant to the Domestication Merger (a) each then issued and outstanding share of Bird Holdings common stock, par value $0.000001 per share, shall be redeemed for par value; (b) each then issued and outstanding Class A ordinary share, par value $0.0001, of Switchback (the “Class A Ordinary Shares”) will be cancelled and converted, on a one-for-one basis, into a share of Class A common stock, par value $0.0001, of New Bird (the “New Bird Class A Common Stock”); (c) each then issued and outstanding Class B ordinary share, par value $0.0001, of Switchback (the “Class B Ordinary Shares”) will be cancelled and converted, on a one-for-one basis, into a share of Class B common stock, par value $0.0001, of New Bird (the “New Bird Class B Common Stock”) (with such shares of New Bird Class B Common Stock thereafter converting, on a one-for-one basis, into a share of New Bird Class A Common Stock in connection with the Acquisition Merger as described below); (d) each then issued and outstanding warrant of Switchback (the “Switchback Warrants”) will be assumed and converted automatically into a warrant to purchase one share of New Bird Class A Common Stock (the “New Bird Warrants”), pursuant to that certain warrant agreement by and between Switchback and Continental Stock Transfer & Trust Company; and (e) each then issued and outstanding unit of Switchback, each consisting of one Class A Ordinary Share and one-fifth of one Switchback Warrant (the “Switchback Units”), will be canceled and converted into a unit of New Bird (the “New Bird Units”), each consisting of one share of New Bird Class A Common Stock and one-fifth of one New Bird Warrant.

On the Acquisition Closing Date and immediately prior to the effective time of the Acquisition Merger (the “Acquisition Merger Effective Time”), each then outstanding share of Bird Series Seed Prime Preferred Stock, Bird Series A Prime Preferred Stock, Bird Series B Prime Preferred Stock, Bird Series C Prime Preferred Stock, Bird Series C-1 Prime Preferred Stock, Bird Series D Prime Preferred Stock, Bird Series D-1 Prime Preferred Stock and Bird Series D-2 Prime Preferred Stock (collectively, the “Bird Prime Preferred Stock”) and each then outstanding share of the Bird Senior Preferred Stock (together with the Bird Prime Preferred Stock, the “Bird Preferred Stock”) and each outstanding share of Bird Founders Preferred Stock will convert automatically into a number of shares of common stock, par value $0.000001 per share, of Bird (“Bird Common Stock”) at the then-effective conversion rate as calculated pursuant to the certificate of incorporation of Bird (the “Conversion”).

At the Acquisition Merger Effective Time, pursuant to the Acquisition Merger, (a) each outstanding share of Bird Common Stock, including shares of Bird Common Stock resulting from the Conversion, but excluding shares of Bird’s outstanding restricted stock (“Bird Restricted Stock”), will be cancelled and automatically


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converted into the right to receive (i) (A) with respect to Travis VanderZanden, the number of shares of Class X common stock, par value $0.0001 per share, of New Bird (the “New Bird Class X Common Stock”) and (B) with respect to any other persons who hold Bird Common Stock, the number of shares of New Bird Class A Common Stock, in each case, equal to the applicable exchange ratio (determined in accordance with the Business Combination Agreement and as further described in this proxy statement/prospectus) and (ii) the contingent right to receive certain earnout shares; (b) each outstanding and unexercised warrant of Bird (the “Bird Warrants”) will automatically be assumed and converted into a New Bird Warrant based on the exchange ratio and at an adjusted exercise price per share (each determined in accordance with the Business Combination Agreement and as further described in this proxy statement/prospectus); (c) each outstanding and unexercised option of Bird (a “Bird Option”) will be converted into (i) an option exercisable for shares of New Bird Class A Common Stock (a “New Bird Option”) based on the exchange ratio (determined in accordance with the Business Combination Agreement and as further described in this proxy statement/prospectus) and (ii) the contingent right to receive certain earnout shares; (d) each outstanding award of Bird Restricted Stock will be converted into (i) an award covering shares of New Bird Class A Common Stock (“New Bird Restricted Stock”) based on the applicable exchange ratio (determined in accordance with the Business Combination Agreement and as further described in this proxy statement/prospectus) and (ii) the contingent right to receive certain earnout shares; and (e) each outstanding award of restricted stock unit awards of Bird (a “Bird RSU Award”) will be converted into (i) an award covering shares of New Bird Class A Common Stock (a “New Bird RSU Award”) based on the exchange ratio (determined in accordance with the Business Combination Agreement and as further described in this proxy statement/prospectus) and (ii) the contingent right to receive certain earnout shares. At the Acquisition Merger Effective Time and in connection with the Acquisition Merger, each outstanding share of New Bird Class B Common Stock will be converted, on a one-for-one basis, into a share of New Bird Class A Common Stock. See the section entitled “The Business Combination” of this proxy statement/prospectus for further information on the consideration being paid to the stockholders of Bird.

This proxy statement/prospectus covers 205,026,918 shares of New Bird Class A Common Stock (including Class A Ordinary Shares, New Bird Class B Common Stock and Bird Common Stock that will convert into shares of New Bird Class A Common Stock in connection with Domestication Merger or the Acquisition Merger, and shares issuable upon exercise or vesting of the New Bird Warrants, New Bird Restricted Stock, New Bird Options and New Bird RSU Awards) and 34,973,082 shares of New Bird Class X Common Stock (including Bird Common Stock that will convert into shares of New Bird Class X Common Stock) to be issued in connection with the Acquisition Merger and 11,875,000 New Bird Warrants. In addition, up to an aggregate of 30,000,000 shares of New Bird Class A Common Stock, shares of New Bird Class X Common Stock or shares of restricted common stock of New Bird may be issued as additional merger consideration if certain share price thresholds are achieved within five years after the Acquisition Closing Date. The number of shares of New Bird Class A Common Stock and New Bird Class X Common Stock that this proxy statement/prospectus covers represents the maximum number of shares that may be issued to holders of shares of Bird Common Stock, Bird Warrants, Bird Restricted Stock, Bird Options and Bird RSU Awards in connection with the Acquisition Merger (as more fully described in this proxy statement/prospectus), together with the shares issued or issuable to the existing holders of Switchback Units, Class A Ordinary Shares, Class B Ordinary Shares and Switchback Warrants in connection with the Domestication Merger.

The Switchback Units, Class A Ordinary Shares and Switchback Warrants are currently listed on the New York Stock Exchange under the symbols “SWBK.U,” “SWBK” and “SWBK WS,” respectively. The parties anticipate that following the Business Combination, the New Bird Class A Common Stock and the New Bird Warrants will be listed on the New York Stock Exchange under the symbols “                ” and “                 WS,” respectively, and Switchback Units, Class A Ordinary Shares and Switchback Warrants will cease trading on the New York Stock Exchange and will be deregistered under the Securities Exchange Act of 1934 as amended, upon the consummation of the Domestication Merger.

 

 

This proxy statement/prospectus provides shareholders of Switchback with detailed information about the Business Combination and other matters to be considered at the extraordinary general meeting of Switchback. We encourage you to read this entire document, including the annexes and other documents referred to herein, carefully and in their entirety. You should also carefully consider the risk factors described in the section entitled “Risk Factors” beginning on page 38 of this proxy statement/prospectus.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED OF THE TRANSACTIONS DESCRIBED IN THIS PROXY STATEMENT/PROSPECTUS, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

This proxy statement/prospectus is dated                      , 2021, and

is first being mailed to Switchback’s shareholders on or about                      , 2021


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SWITCHBACK II CORPORATION

5949 Sherry Lane, Suite 1010

Dallas, Texas 75225

Dear Shareholders of Switchback II Corporation:

You are cordially invited to attend the extraordinary general meeting of Switchback II Corporation, a Cayman Islands exempted company (“Switchback”), which will be held in person on              , 2021, at             , Eastern time, at the offices of Vinson & Elkins L.L.P., located at 2001 Ross Avenue, Suite 3900, Dallas, Texas 75201, or such other date, time and place to which such meeting may be adjourned. In the interest of public health, and due to the impact of the ongoing COVID-19 pandemic, we are also planning for the meeting to be held virtually pursuant to the procedures described in the accompanying proxy statement/prospectus, but the physical location of the meeting will remain at the location specified above for the purposes of Cayman Islands law and our Amended and Restated Memorandum and Articles of Association (the “Existing Organizational Documents”).

At the extraordinary general meeting, Switchback will ask its shareholders to consider and vote upon two separate proposals to approve and adopt the Business Combination Agreement, dated as of May 11, 2021 (the “Business Combination Agreement”), by and among Switchback, Maverick Merger Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of Switchback (“Merger Sub”), Bird Rides, Inc., a Delaware corporation (“Bird”), and Bird Global, Inc., a Delaware corporation and wholly owned direct subsidiary of Bird (“Bird Holdings”), which provides for a business combination between Switchback and Bird. Pursuant to the Business Combination Agreement, the business combination will be effected in two steps: (a) subject to the approval of the Domestication Merger (as defined below) by special resolution of the shareholders of Switchback, Switchback will reincorporate to the State of Delaware by merging with and into Bird Holdings (the “Domestication Merger”), with Bird Holdings surviving the Domestication Merger as a publicly traded entity (such surviving entity, “New Bird” and the time at which the Domestication Merger becomes effective, the “Domestication Merger Effective Time”) and becoming the sole owner of Merger Sub (the “Domestication Merger Proposal”), and (b) subject to the approval of the Acquisition Merger by the approval and adoption of the Business Combination Agreement by ordinary resolution of the shareholders of Switchback, at least one business day, but no more than two business days, following the closing of the Domestication Merger (the “Acquisition Closing Date”), Merger Sub will be merged with and into Bird (the “Acquisition Merger” and, together with the Domestication Merger and all other transactions contemplated by the Business Combination Agreement, the “Business Combination”), with Bird surviving the Acquisition Merger as a wholly owned subsidiary of New Bird (the “Acquisition Merger Proposal: and together with the Domestication Merger Proposal, the “Business Combination Proposals”). A copy of the Business Combination Agreement is attached to the accompanying proxy statement/prospectus as Annex A.

At the Domestication Merger Effective Time, pursuant to the Domestication Merger (a) each then issued and outstanding share of Bird Holdings common stock, par value $0.000001 per share, shall be redeemed for par value; (b) each then issued and outstanding Class A ordinary share, par value $0.0001, of Switchback (the “Class A Ordinary Shares”) will be canceled and converted, on a one-for-one basis, into a share of Class A common stock, par value $0.0001, of New Bird (the “New Bird Class A Common Stock”); (c) each then issued and outstanding Class B ordinary share, par value $0.0001, of Switchback (the “Class B Ordinary Shares”) will be canceled and converted, on a one-for-one basis, into a share of Class B common stock, par value $0.0001, of New Bird (the “New Bird Class B Common Stock”) (with such shares of New Bird Class B Common Stock thereafter converting, on a one-for-one basis, into a share of New Bird Class A Common Stock in connection with the Acquisition Merger as described below); and (d) each then issued and outstanding warrant of Switchback (the “Switchback Warrants”) will be assumed and converted automatically into a warrant to purchase one share of New Bird Class A Common Stock (the “New Bird Warrants”), pursuant to that certain warrant agreement by and between Switchback and Continental Stock Transfer & Trust Company (the “Warrant Agreement”); and (e) each then issued and outstanding unit of Switchback, each consisting of one Class A

 

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Ordinary Share and one-fifth of one Switchback Warrant (the “Switchback Units”), will be canceled and converted into a unit of New Bird, each consisting of one share of New Bird Class A Common Stock and one-fifth of one New Bird Warrant.

On the Acquisition Closing Date and immediately prior to the effective time of the Acquisition Merger (the “Acquisition Merger Effective Time”), each then outstanding share of Bird Series Seed Prime Preferred Stock, Bird Series A Prime Preferred Stock, Bird Series B Prime Preferred Stock, Bird Series C Prime Preferred Stock, Bird Series C-1 Prime Preferred Stock, Bird Series D Prime Preferred Stock, Bird Series D-1 Prime Preferred Stock and Bird Series D-2 Prime Preferred Stock (collectively, the “Bird Prime Preferred Stock”) and each then outstanding share of the Bird Senior Preferred Stock (together with the Bird Prime Preferred Stock, the “Bird Preferred Stock”) and each outstanding share of Bird Founders Preferred Stock will convert automatically into a number of shares of common stock, par value $0.000001 per share, of Bird (the “Bird Common Stock”) at the then-effective conversion rate as calculated pursuant to the certificate of incorporation of Bird (the “Conversion”).

At the Acquisition Merger Effective Time, pursuant to the Acquisition Merger, (a) each outstanding share of Bird Common Stock, including shares of Bird Common Stock resulting from the Conversion, but excluding shares of Bird’s outstanding restricted stock (the “Bird Restricted Stock”), will be canceled and converted into the right to receive (i) (A) with respect to Travis VanderZanden, the number of shares of Class X common stock, par value $0.0001 per share, of New Bird (the “New Bird Class X Common Stock”) and (B) with respect to any other persons who hold Bird Common Stock, the number of shares of New Bird Class A Common Stock, in each case, equal to the applicable exchange ratio (determined in accordance with the Business Combination Agreement and as further described in this proxy statement/prospectus) and (ii) the contingent right to receive certain earnout shares; (b) each outstanding and unexercised warrant of Bird (the “Bird Warrants”) will automatically be assumed and converted into a New Bird Warrant based on the exchange ratio and at an adjusted exercise price per share (each determined in accordance with the Business Combination Agreement and as further described in this proxy statement/prospectus); (c) each outstanding and unexercised option of Bird (a “Bird Option”) will be converted into (i) an option exercisable for shares of New Bird Class A Common Stock (a “New Bird Option”) based on the exchange ratio (determined in accordance with the Business Combination Agreement and as further described in this proxy statement/prospectus) and (ii) the contingent right to receive certain earnout shares; (d) each outstanding award of Bird Restricted Stock will be converted into (i) an award covering shares of New Bird Class A Common Stock (“New Bird Restricted Stock”) based on the applicable exchange ratio (determined in accordance with the Business Combination Agreement and as further described in this proxy statement/prospectus) and (ii) the contingent right to receive certain earnout shares; and (e) each outstanding award of restricted stock unit awards of Bird (a “Bird RSU Award”) will be converted into (i) an award covering shares of New Bird Class A Common Stock (a “New Bird RSU Award”) based on the exchange ratio (determined in accordance with the Business Combination Agreement and as further described in this proxy statement/prospectus) and (ii) the contingent right to receive certain earnout shares. At the Acquisition Merger Effective Time and in connection with the Acquisition Merger, each outstanding share of New Bird Class B Common Stock will be converted, on a one-for-one basis, into a share of New Bird Class A Common Stock. See the section entitled “The Business Combination” of the accompanying proxy statement/prospectus for further information on the consideration being paid to the stockholders of Bird.

In addition to the Business Combination Proposals, Switchback’s shareholders will also be asked to consider and vote upon (a) a proposal to approve by special resolution the adoption of the proposed certificate of incorporation (the “Proposed Certificate of Incorporation”) and the proposed bylaws (the “Proposed Bylaws”) of New Bird (the “Organizational Documents Proposal”); (b) nine separate proposals to approve, on a non-binding advisory basis, by ordinary resolution, material differences between the Existing Organizational Documents and the Proposed Certificate of Incorporation and the Proposed Bylaws of New Bird (collectively, the “Advisory Organizational Documents Proposals”); (c) a proposal to approve by ordinary resolution, for purposes of complying with the applicable listing rules of the New York Stock Exchange, (i) the issuance of up to an aggregate of 270,186,533 shares of New Bird Class A Common Stock and 39,344,717 shares of New Bird Class X Common Stock in connection with the Acquisition Merger and (ii) the issuance and sale of 16,000,000

 

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shares of New Bird Class A Common Stock in a private offering of securities to certain investors in connection with the Acquisition Merger, which will occur substantially concurrently with, and is contingent upon, the consummation of the Acquisition Merger (the “NYSE Proposal”); (d) a proposal to approve by ordinary resolution and adopt the Bird Global, Inc. 2021 Incentive Award Plan and material terms thereunder, a copy of which is attached to the accompanying proxy statement/prospectus as Annex D (the “2021 Plan Proposal”); (e) a proposal to approve by ordinary resolution and adopt the Bird Global, Inc. 2021 Employee Stock Purchase Plan and material terms thereunder, a copy of which is attached to the accompanying proxy statement/prospectus as Annex E (the “ESPP Proposal”); and (f) a proposal to approve by ordinary resolution the adjournment of the extraordinary general meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of one or more proposals at the extraordinary general meeting (the “Adjournment Proposal” and, together with the Business Combination Proposals, the Organizational Documents Proposal, the Advisory Organizational Documents Proposals, the NYSE Proposal, the 2021 Plan Proposal and the ESPP Proposal, the “Proposals”).

We may not consummate the Business Combination unless the Business Combination Proposals, the Organizational Documents Proposal, the NYSE Proposal, the 2021 Plan Proposal and the ESPP Proposal (collectively, the “Condition Precedent Proposals”) are approved at the extraordinary general meeting. Each of the Condition Precedent Proposals is cross-conditioned on the approval of each of the other Condition Precedent Proposals. The Advisory Organizational Documents Proposals and the Adjournment Proposal are not conditioned on the approval of any other Proposal set forth in the accompanying proxy statement/prospectus. The approval of each of the Acquisition Merger Proposal, Advisory Organizational Documents Proposals, the NYSE Proposal, the 2021 Plan Proposal, the ESPP Proposal and the Adjournment Proposal are being proposed as an ordinary resolution, being the affirmative vote (in person, online or by proxy) of the holders of a majority of the Class A Ordinary Shares and Class B Ordinary Shares entitled to vote and actually casting votes thereon at the extraordinary general meeting, voting as a single class. Approval of the Domestication Merger Proposal and the Organizational Documents Proposal requires a special resolution under Cayman Islands law, being the affirmative vote (in person, online or by proxy) of the holders of at least two-thirds of the Class A Ordinary Shares and Class B Ordinary Shares entitled to vote and actually casting votes thereon at the extraordinary general meeting, voting as a single class. Accordingly, a shareholder’s failure to vote in person, online or by proxy at the extraordinary general meeting will have no effect on the outcome of the vote on any of the Proposals. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the extraordinary general meeting.

In connection with the Business Combination, certain related agreements have been, or will be, entered into on or prior to the consummation of the Business Combination, including (a) the Stockholder Support Agreement, dated as of May 11, 2021, pursuant to which certain stockholders of Bird have agreed to support the approval and adoption of the transactions contemplated by the Business Combination Agreement; (b) the amended and restated registration rights agreement substantially in the form attached to the Business Combination Agreement as Exhibit C; (c) the Letter Agreement, dated as of May 11, 2021, providing that, among other things, the parties thereto will vote their Class B Ordinary Shares in favor of the Business Combination Agreement and the Business Combination; (d) the Subscription Agreements, dated as of May 11, 2021, pursuant to which certain investors have agreed to purchase an aggregate of 16,000,000 shares of New Bird Class A Common Stock, for a purchase price of $10.00 per share (the “PIPE Financing”); and (e) the amendment to the Letter Agreement, dated as of January 7, 2021, among Switchback, its officers and directors and the Sponsor (as defined below), providing that, among other things, the parties thereto will subject a certain amount of Class B Ordinary Shares held by them to potential forfeiture.

Pursuant to the Existing Organizational Documents, a holder of Class A Ordinary Shares issued as part of the Switchback Units in the initial public offering (the “public shares” and, holders of such public shares, the “public shareholders”), other than shareholders that held Class B Ordinary Shares prior to the initial public offering (the “initial shareholders”), may request that Switchback redeem all or a portion of such public shares for cash if the Business Combination is consummated. Holders of Switchback Units must elect to separate the

 

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Switchback Units into the underlying Class A Ordinary Shares and Switchback Warrants prior to exercising redemption rights with respect to the public shares. If public shareholders hold their Switchback Units in an account at a brokerage firm or bank, such public shareholders must notify their broker or bank that they elect to separate the Switchback Units into the underlying public shares and warrants, or if a holder holds Switchback Units registered in its own name, the holder must contact Continental Stock Transfer & Trust Company, Switchback’s transfer agent, directly and instruct it to do so. The redemption rights include the requirement that a holder must identify itself to Switchback in order to validly redeem its shares. Public shareholders (other than the initial shareholders) may elect to exercise their redemption rights with respect to their public shares even if they vote “FOR” the Business Combination Proposals. If the Business Combination is not consummated, the public shares will be returned to the respective holder, broker or bank. If the Business Combination is consummated, and if a public shareholder properly exercises its redemption right with respect to all or a portion of the public shares that it holds and timely delivers its shares to Continental Stock Transfer & Trust Company, New Bird will redeem the related shares of New Bird Class A Common Stock for a per-share price, payable in cash, equal to the pro rata portion of the trust account established at the consummation of Switchback’s initial public offering, calculated as of two business days prior to the consummation of the Business Combination. For illustrative purposes, as of March 31, 2021, this would have amounted to approximately $                per issued and outstanding public share. If a public shareholder exercises its redemption rights in full, then it will not own public shares or shares of New Bird Class A Common Stock following the redemption. The redemption will take place following the Domestication Merger and, accordingly, it is shares of New Bird Class A Common Stock that will be redeemed immediately after consummation of the Business Combination. See the subsection entitled “Extraordinary General Meeting — Redemption Rights” in the accompanying proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to exercise your rights with respect to your public shares.

Notwithstanding the foregoing, a public shareholder, together with any affiliate of such public shareholder or any other person with whom such public shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its public shares with respect to more than an aggregate of 20% of the public shares. Accordingly, if a public shareholder, alone or acting in concert or as a group, seeks to redeem more than 20% of the public shares, then any such shares in excess of that 20% limit would not be redeemed for cash.

NGP Switchback II, LLC, a Delaware limited liability company (the “Sponsor”), and Switchback’s officers and directors have agreed to (a) vote all of their Class A Ordinary Shares and Class B Ordinary Shares in favor of the Business Combination and (b) waive their redemption rights with respect to their Class B Ordinary Shares and any public shares they own in connection with the consummation of the Business Combination. Such Class B Ordinary Shares will be excluded from the pro rata calculation used to determine the per-share redemption price applicable to public shares that are redeemed. As of the date of the accompanying proxy statement/prospectus, the initial shareholders own approximately 20.6% of the issued and outstanding Class A Ordinary Shares and Class B Ordinary Shares in the aggregate.

The Business Combination Agreement is subject to the satisfaction or waiver of certain other closing conditions as described in the accompanying proxy statement/prospectus. There can be no assurance that the parties to the Business Combination Agreement would waive any such provision of the Business Combination Agreement if the closing conditions are not met. In addition, in no event will Switchback redeem public shares in an amount that would cause Switchback’s net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) to be less than $5,000,001 after giving effect to the transactions contemplated by the Business Combination Agreement and the PIPE Financing unless the Class A Ordinary Shares otherwise do not constitute “penny stock” as such term is defined in Rule 3a51-1 of the Exchange Act.

Switchback is providing the accompanying proxy statement/prospectus and accompanying proxy card to its shareholders in connection with the solicitation of proxies to be voted at the extraordinary general meeting and at any adjournments of the extraordinary general meeting. Information about the extraordinary general meeting, the

 

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Business Combination and other related business to be considered by Switchback’s shareholders at the extraordinary general meeting is included in the accompanying proxy statement/prospectus. Whether or not you plan to attend the extraordinary general meeting, all of Switchback’s shareholders are urged to read the accompanying proxy statement/prospectus, including the annexes and other documents referred to therein, carefully and in their entirety. In particular, you should carefully consider the matters discussed under “Risk Factors” beginning on page 40 of the accompanying proxy statement/prospectus.

After careful consideration, the boards of directors of Switchback and Bird have each unanimously approved the Business Combination Agreement and related transactions and the board of directors of Switchback has approved the other proposals described in this proxy statement/prospectus and determined that it is advisable to consummate the Business Combination. The board of directors of Switchback recommends that its shareholders vote “FOR” the approval of the Business Combination Agreement, “FOR” the issuance of New Bird Class A Common Stock and New Bird Class X Common Stock to be issued in connection with the Acquisition Merger and the PIPE Financing and “FOR” the other proposals described in the accompanying proxy statement/prospectus.

The approval of the Acquisition Merger Proposal, Advisory Organizational Documents Proposals, the NYSE Proposal, the 2021 Plan Proposal, the ESPP Proposal and the Adjournment Proposal are being proposed as an ordinary resolution, being the affirmative vote (in person, online or by proxy) of the holders of a majority of the Class A Ordinary Shares and Class B Ordinary Shares entitled to vote and actually casting votes thereon at the extraordinary general meeting, voting as a single class. Approval of the Domestication Merger Proposal and the Organizational Documents Proposal requires a special resolution under Cayman Islands law, being the affirmative vote (in person, online or by proxy) of the holders of at least two-thirds of the Class A Ordinary Shares and Class B Ordinary Shares entitled to vote and actually casting votes thereon at the extraordinary general meeting, voting as a single class. Accordingly, a shareholder’s failure to vote in person, online or by proxy at the extraordinary general meeting will have no effect on the outcome of the vote on any of the Proposals. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the extraordinary general meeting.

Your vote is very important, regardless of the number of Class A Ordinary Shares you own. To ensure your representation at the extraordinary general meeting, please complete, sign, date and return the enclosed proxy card in the postage-paid envelope provided. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or other nominee, you should follow the instructions provided by your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. Please submit your proxy promptly, whether or not you expect to attend the extraordinary general meeting.

If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted FOR each of the proposals presented at the extraordinary general meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the extraordinary general meeting virtually or in person, the effect will be, among other things, that your shares will not be counted for purposes of determining whether a quorum is present at the extraordinary general meeting and will not be voted. An abstention or broker non-vote will be counted towards the quorum requirement but will not count as a vote cast at the extraordinary general meeting. You can also attend the extraordinary general meeting virtually and vote online even if you have previously voted by submitting a proxy pursuant to any of the methods noted above. If you are a shareholder of record and you attend the extraordinary general meeting and wish to vote in person or online, you may withdraw your proxy and vote in person or online.

More information about Switchback, Bird and the proposed transactions is included in the accompanying proxy statement/prospectus. Switchback urges you to read the accompanying proxy statement/prospectus, including the financial statements and annexes and other documents referred to herein, carefully and in their entirety.

 

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TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST DEMAND IN WRITING THAT YOUR PUBLIC SHARES ARE REDEEMED FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO SWITCHBACK’S TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE VOTE AT THE EXTRAORDINARY GENERAL MEETING. IN ORDER TO EXERCISE YOUR REDEMPTION RIGHT, YOU NEED TO IDENTIFY YOURSELF AS A BENEFICIAL HOLDER. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL BE RETURNED TO YOU OR YOUR ACCOUNT. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.

On behalf of our board of directors, I thank you for your support and look forward to the successful completion of the Business Combination.

 

Sincerely,
 

Jim Mutrie

Co-Chief Executive Officer and Director

The accompanying proxy statement/prospectus is dated                 , 2021 and is first being mailed to the shareholders of Switchback on or about that date.

NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED OF THE TRANSACTIONS DESCRIBED IN THIS PROXY STATEMENT/PROSPECTUS OR ANY OF THE SECURITIES TO BE ISSUED IN THE BUSINESS COMBINATION OR THE OTHER TRANSACTIONS DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

 

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SWITCHBACK II CORPORATION

5949 Sherry Lane, Suite 1010

Dallas, Texas 75225

NOTICE OF EXTRAORDINARY GENERAL MEETING

OF SWITCHBACK II CORPORATION

To Be Held On                 , 2021

To the Shareholders of Switchback II Corporation:

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “extraordinary general meeting”) of Switchback II Corporation, a Cayman Islands exempted company (“Switchback,” “we,” “our,” “us” or the “Company”), will be held in person on                , 2021, at                      , Eastern time, at the offices of Vinson & Elkins L.L.P., located at 2001 Ross Avenue, Suite 3900, Dallas, Texas 75201, or such other date, time and place to which such meeting may be adjourned. In the interest of public health, and due to the impact of the ongoing COVID-19 pandemic, we are also planning for the meeting to be held virtually pursuant to the procedures described in the accompanying proxy statement/prospectus, but the physical location of the meeting will remain at the location specified above for the purposes of Cayman Islands law and our Amended and Restated Memorandum and Articles of Association (the “Existing Organizational Documents”). At the extraordinary general meeting, Switchback shareholders will be asked to consider and vote upon the following proposals:

 

   

Proposal No. 1 — The Business Combination Proposals — To consider and vote upon two separate proposals to approve the Business Combination and approve and adopt the Business Combination Agreement, dated as of May 11, 2021 (the “Business Combination Agreement”), by and among Switchback, Maverick Merger Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of Switchback (“Merger Sub”), Bird Rides, Inc., a Delaware corporation (“Bird”), and Bird Global, Inc., a Delaware corporation and wholly owned direct subsidiary of Bird (“Bird Holdings”), pursuant to which the business combination will be effected in two steps: (i) subject to approval by special resolution, Switchback will reincorporate to the State of Delaware by merging with and into Bird Holdings (the “Domestication Merger”), with Bird Holdings surviving the Domestication Merger as a publicly traded entity (such surviving entity, “New Bird” and the time at which the Domestication Merger becomes effective, the “Domestication Merger Effective Time”) and becoming the sole owner of Merger Sub (the “Domestication Merger Proposal”), and (ii) at least one business day, but no more than two business days, subject to approval by ordinary resolution, on the business day following the closing of the Domestication Merger (the “Acquisition Closing Date”), Merger Sub will merge with and into Bird (the “Acquisition Merger” and, together with the Domestication Merger and all other transactions contemplated by the Business Combination Agreement, the “Business Combination”), with Bird surviving the Acquisition Merger as a wholly owned subsidiary of New Bird (the “Acquisition Merger Proposal” and together with the Domestication Merger Proposal, the “Business Combination Proposals”) (Proposal No. 1). A copy of the Business Combination Agreement is attached to the accompanying proxy statement/prospectus as Annex A and to consider and approve by special resolution the Domestication Merger and the Domestication Plan of Merger (as defined herein).

 

   

Proposal No. 2 — The Organizational Documents Proposal — To consider and vote upon a proposal to approve by special resolution the proposed certificate of incorporation (the “Proposed Certificate of Incorporation”) and the proposed bylaws (the “Proposed Bylaws” and, together with the Proposed Certificate of Incorporation, the “Proposed Organizational Documents”) of New Bird, which, if approved, would take effect at the Domestication Merger Effective Time (such proposal, the “Organizational Documents Proposal”) (Proposal No. 2).

 

   

Proposal No. 3 — The Advisory Organizational Documents Proposals — To consider and vote upon nine separate proposals to approve, on a non-binding advisory basis, by ordinary resolution, certain

 

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governance provisions in the Proposed Organizational Documents, which are being presented separately in accordance with U.S. Securities and Exchange Commission guidance to give shareholders the opportunity to present their separate views on important corporate governance provisions (collectively, the “Advisory Organizational Documents Proposals”) (Proposal No. 3).

 

   

Proposal No. 4 — The NYSE Proposal — To consider and vote upon a proposal to approve by ordinary resolution, for purposes of complying with applicable listing rules of the New York Stock Exchange, (a) the issuance of up to an aggregate of 270,186,533 shares of Class A common stock, par value $0.0001, of New Bird (the “New Bird Class A Common Stock”) and 39,344,717 shares of Class X Common Stock, par value $0.0001, of New Bird (the “New Bird Class X Common Stock”) in connection with the Acquisition Merger and (b) the issuance and sale of 16,000,000 shares of New Bird Class A Common Stock in a private offering of securities to certain investors in connection with the Acquisition Merger, which will occur substantially concurrently with, and is contingent upon, the consummation of the Acquisition Merger (the “NYSE Proposal”) (Proposal No. 4).

 

   

Proposal No. 5 — The 2021 Plan Proposal — To consider and vote upon a proposal to approve by ordinary resolution and adopt the Bird Global, Inc. 2021 Incentive Award Plan (the “2021 Plan”) and material terms thereunder (the “2021 Plan Proposal”) (Proposal No. 5). A copy of the 2021 Plan is attached to the accompanying proxy statement/prospectus as Annex D.

 

   

Proposal No. 6 — The ESPP Proposal — To consider and vote upon a proposal to approve by ordinary resolution and adopt the Bird Global, Inc. 2021 Employee Stock Purchase Plan (the “ESPP”) and material terms thereunder (the “ESPP Proposal”) (Proposal No. 6). A copy of the ESPP is attached to the accompanying proxy statement/prospectus as Annex E.

 

   

Proposal No. 7 — The Adjournment Proposal — To consider and vote upon a proposal to approve by ordinary resolution the adjournment of the extraordinary general meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposals, the Organizational Documents Proposal, the Advisory Organizational Documents Proposals, the NYSE Proposal, the 2021 Plan Proposal or the ESPP Proposal (the “Adjournment Proposal” and, together with the Business Combination Proposals, the Organizational Documents Proposal, the Advisory Organizational Documents Proposals, the NYSE Proposal, the 2021 Plan Proposal and the ESPP Proposal, the “Proposals”) (Proposal No. 7).

Each of the Business Combination Proposals, the Organizational Documents Proposal, the NYSE Proposal, the 2021 Plan Proposal and the ESPP Proposal (collectively, the “Condition Precedent Proposals”) is cross-conditioned on the approval and adoption of each of the other Condition Precedent Proposals. The Advisory Organizational Documents Proposals and the Adjournment Proposal are not conditioned on the approval of any other Proposal set forth in the accompanying proxy statement/prospectus.

Only holders of record of Class A ordinary shares, par value $0.0001 (the “Class A Ordinary Shares”), of Switchback and Class B Ordinary Shares at the close of business on                 , 2021 are entitled to notice of the extraordinary general meeting and to vote at the extraordinary general meeting and any adjournments thereof.

Switchback is providing the accompanying proxy statement/prospectus and accompanying proxy card to its shareholders in connection with the solicitation of proxies to be voted at the extraordinary general meeting and at any adjournments of the extraordinary general meeting. Information about the extraordinary general meeting, the Business Combination and other related business to be considered by Switchback’s shareholders at the extraordinary general meeting is included in the accompanying proxy statement/prospectus. Whether or not you plan to attend the extraordinary general meeting, all of Switchback’s shareholders are urged to read the accompanying proxy statement/prospectus, including the annexes and other documents referred to therein, carefully and in their entirety. In particular, you should carefully consider the matters discussed under “Risk Factors” beginning on page 40 of the accompanying proxy statement/prospectus.

 

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After careful consideration, the board of directors of Switchback has unanimously approved the Business Combination Agreement and related transactions and the other Proposals described in this proxy statement/prospectus, and has determined that it is advisable to consummate the Business Combination. The board of directors of Switchback recommends that its shareholders vote “FOR” the approval of the Business Combination Agreement, “FOR” the issuance of New Bird Class A Common Stock and New Bird Class X Common Stock to be issued in connection with the Acquisition Merger and the private placement of securities to certain investors and “FOR” the other Proposals described in the accompanying proxy statement/prospectus.

Pursuant to the Existing Organizational Documents, a holder of Class A Ordinary Shares issued as part of the units sold in Switchback’s initial public offering (the “public shares” and, holders of such public shares the “public shareholders”), other than shareholders that held Class B Ordinary Shares prior to Switchback’s initial public offering (the “initial shareholders”) may request that Switchback redeem all or a portion of its public shares for cash if the Business Combination is consummated. As a holder of public shares, you will be entitled to receive cash for any public shares to be redeemed only if you:

 

  (a)

hold public shares, or if you hold public shares through Switchback units sold in Switchback’s initial public offering (the “Switchback Units”), you elect to separate your Switchback Units into the underlying public shares and warrants prior to exercising your redemption rights with respect to the public shares;

 

  (b)

submit a written request to Continental Stock Transfer & Trust Company, Switchback’s transfer agent, in which you (i) request that New Bird redeem all or a portion of your public shares for cash, and (ii) identify yourself as the beneficial holder of the public shares and provide your legal name, phone number and address; and

 

  (c)

deliver your public shares to Continental Stock Transfer & Trust Company, Switchback’s transfer agent, physically or electronically through The Depository Trust Company.

Holders must complete the procedures for electing to redeem their public shares in the manner described above prior to 5:00 p.m., Eastern time, on                      , 2021 (two business days before the extraordinary general meeting) in order for their shares to be redeemed.

Holders of Switchback Units must elect to separate the Switchback Units into the underlying Class A Ordinary Shares and warrants prior to exercising redemption rights with respect to the public shares. If public shareholders hold their Switchback Units in an account at a brokerage firm or bank, such public shareholders must notify their broker or bank that they elect to separate the Switchback Units into the underlying public shares and warrants, or if a holder holds Switchback Units registered in its own name, the holder must contact Continental Stock Transfer & Trust Company, Switchback’s transfer agent, directly and instruct it to do so. The redemption rights include the requirement that a holder must identify itself to Switchback in order to validly redeem its shares. Public shareholders (other than the initial shareholders) may elect to exercise their redemption rights with respect to their public shares even if they vote “FOR” the Business Combination Proposals. If the Business Combination is not consummated, the public shares will be returned to the respective holder, broker or bank. If the Business Combination is consummated, and if a public shareholder properly exercises its redemption right with respect to all or a portion of the public shares that it holds and timely delivers its shares to Continental Stock Transfer & Trust Company, New Bird will redeem the related shares of New Bird Class A Common Stock for a per-share price, payable in cash, equal to the pro rata portion of the trust account established at the consummation of Switchback’s initial public offering, calculated as of two business days prior to the consummation of the Business Combination. For illustrative purposes, as of March 31, 2021, this would have amounted to approximately $10.00 per issued and outstanding public share. If a public shareholder exercises its redemption rights in full, then it will not own public shares or shares of New Bird Class A Common Stock following the redemption. The redemption will take place following the Domestication Merger and, accordingly, it is shares of New Bird Class A Common Stock that will be redeemed immediately after consummation of the

 

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Business Combination. See the subsection entitled “Extraordinary General Meeting — Redemption Rights” in the accompanying proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to exercise your redemption rights with respect to your public shares.

The approval of the Acquisition Merger Proposal Advisory Organizational Documents Proposals, the NYSE Proposal, the 2021 Plan Proposal, the ESPP Proposal and the Adjournment Proposal are being proposed as an ordinary resolution, being the affirmative vote (in person, online or by proxy) of the holders of a majority of the Class A Ordinary Shares and Class B Ordinary Shares entitled to vote and actually casting votes thereon at the extraordinary general meeting, voting as a single class. Approval of the Domestication Merger Proposal and the Organizational Documents Proposal requires a special resolution under Cayman Islands law, being the affirmative vote (in person, online or by proxy) of the holders of at least two-thirds of the Class A Ordinary Shares and Class B Ordinary Shares entitled to vote and actually casting votes thereon at the extraordinary general meeting, voting as a single class. Accordingly, a shareholder’s failure to vote in person, online or by proxy at the extraordinary general meeting will have no effect on the outcome of the vote on any of the Proposals. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the extraordinary general meeting.

YOUR VOTE IS VERY IMPORTANT, REGARDLESS OF THE NUMBER OF ORDINARY SHARES OF SWITCHBACK YOU OWN. To ensure your representation at the extraordinary general meeting, please complete and return the enclosed proxy card or submit your proxy by following the instructions maintained in the accompanying proxy statement/prospectus and on your proxy card. Please submit your proxy promptly, whether or not you expect to attend the meeting. If you hold your shares in “street name,” you should instruct your broker, bank or other nominee how to vote in accordance with the voting instruction form you received from your broker, bank or other nominee.

The board of directors of Switchback has unanimously approved the Business Combination Agreement and the transactions contemplated thereby and recommends that you vote “FOR” the Business Combination Proposals, “FOR” the Organizational Documents Proposal, “FOR” the Advisory Organizational Documents Proposals, “FOR” the NYSE Proposal, “FOR” the 2021 Plan Proposal, “FOR” the ESPP Proposal and “FOR” the Adjournment Proposal.

Your attention is directed to the proxy statement/prospectus accompanying this notice (including the annexes thereto) for a more complete description of the proposed Business Combination and related transactions and each of our Proposals. We encourage you to read the accompanying proxy statement/prospectus carefully. If you have any questions or need assistance voting your shares, please call our proxy solicitor,                     at                      (banks and brokers call collect at                    .

            , 2021

 

By Order of the Board of Directors
 

Jim Mutrie

Co-Chief Executive Officer and Director

 

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TABLE OF CONTENTS

 

     Page  

ADDITIONAL INFORMATION

     i  

CERTAIN DEFINED TERMS

     ii  

SUMMARY TERM SHEET

     viii  

QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION

     1  

SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

     18  

SUMMARY HISTORICAL FINANCIAL DATA OF BIRD

     34  

SUMMARY HISTORICAL FINANCIAL DATA OF SWITCHBACK

     35  

SUMMARY UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

     36  

RISK FACTORS

     38  

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

     90  

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

     92  

COMPARATIVE SHARE INFORMATION

     110  

MARKET PRICE AND DIVIDEND INFORMATION

     112  

EXTRAORDINARY GENERAL MEETING

     113  

THE BUSINESS COMBINATION

     118  

PROPOSAL NO. 1 — THE BUSINESS COMBINATION PROPOSALS

     170  

PROPOSAL NO. 2 — THE ORGANIZATIONAL DOCUMENTS PROPOSAL

     172  

PROPOSAL NO. 3 — THE ADVISORY ORGANIZATIONAL DOCUMENTS PROPOSALS

     173  

PROPOSAL NO. 4 — THE NYSE PROPOSAL

     184  

PROPOSAL NO. 5 — THE 2021 PLAN PROPOSAL

     186  

PROPOSAL NO. 6 — THE ESPP PROPOSAL

     194  

PROPOSAL NO. 7 — THE ADJOURNMENT PROPOSAL

     199  

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF BIRD

     200  

A LETTER FROM BIRD’S FOUNDER

     222  

INFORMATION ABOUT BIRD

     223  

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF SWITCHBACK

     241  

INFORMATION ABOUT SWITCHBACK

     247  

EXECUTIVE COMPENSATION

     259  

MANAGEMENT AFTER THE BUSINESS COMBINATION

     269  

COMPARISON OF CORPORATE GOVERNANCE AND SHAREHOLDER RIGHTS

     274  

DESCRIPTION OF SECURITIES

     277  

BENEFICIAL OWNERSHIP OF SECURITIES

     284  

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

     287  

LEGAL MATTERS

     293  

EXPERTS

     293  

HOUSEHOLDING INFORMATION

     293  

TRANSFER AGENT AND REGISTRAR

     293  

SHAREHOLDER PROPOSALS AND NOMINATIONS

     294  

SHAREHOLDER COMMUNICATIONS

     294  

ENFORCEABILITY OF CIVIL LIABILITY

     294  

WHERE YOU CAN FIND ADDITIONAL INFORMATION

     295  

INDEX TO FINANCIAL STATEMENTS

     F-1  

UNDERTAKINGS

     II-5  

ANNEX A: BUSINESS COMBINATION AGREEMENT

     A-1  

ANNEX B: PROPOSED CERTIFICATE OF INCORPORATION

     B-1  

ANNEX C: PROPOSED BYLAWS

     C-1  

ANNEX D: BIRD GLOBAL, INC. 2021 INCENTIVE AWARD PLAN

     D-1  

ANNEX E: BIRD GLOBAL, INC. 2021 EMPLOYEE STOCK PURCHASE PLAN

     E-1  

 

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ADDITIONAL INFORMATION

This document, which forms part of a registration statement on Form S-4 filed with the U.S. Securities and Exchange Commission (the “SEC”) by Bird Global, Inc. (“Bird Holdings”) (File No. 333-                ) (the “Registration Statement”), constitutes a prospectus of Bird Holdings under Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), with respect to the shares of New Bird Class A Common Stock and New Bird Class X Common Stock to be issued if the Business Combination described below is consummated and warrants to purchase shares of New Bird Class A Common Stock upon consummation of the Business Combination. This document also constitutes a notice of meeting and a proxy statement under Section 14(a) of the Securities Exchange Act of 1934, as amended(the “Exchange Act”), with respect to the extraordinary general meeting of Switchback II Corporation (“Switchback”) at which Switchback shareholders will be asked to consider and vote upon two separate proposals to approve the Business Combination by the approval and adoption of the Business Combination Agreement, among other matters.

This proxy statement/prospectus incorporates important business and financial information about Switchback that is not included in or delivered with the document.

You may request copies of this proxy statement/prospectus, without charge, by written or oral request to Switchback’s proxy solicitor at:

To obtain timely delivery of requested materials, you must request the documents no later than five business days prior to the date of the extraordinary general meeting.

You may also obtain additional information about us from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find Additional Information.”

 

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CERTAIN DEFINED TERMS

Unless the context otherwise requires, references in this proxy statement/prospectus to:

 

   

“2017 Plan” are to the Bird Rides, Inc. 2017 Stock Plan as such may have been amended, supplemented or modified from time to time;

 

   

“2021 Plan” are to the Bird Global, Inc. 2021 Incentive Award Plan, attached hereto as Annex D;

 

   

“Acquisition Closing” are to the closing of the Acquisition Merger;

 

   

“Acquisition Closing Date” are to the business day following the Domestication Closing Date or such later date as the parties may agree in writing that is not more than two business days after the Domestication Closing Date and no later than three business days after the date of the satisfaction or waiver of the conditions to the Acquisition Closing as set forth in the Business Combination Agreement;

 

   

“Acquisition Merger” are to the merger on the Acquisition Closing Date of Merger Sub with and into Bird, with Bird surviving the merger as a wholly owned subsidiary of New Bird;

 

   

“Acquisition Merger Effective Time” are to the date and time at which the Acquisition Merger becomes effective;

 

   

“Assumed Switchback Warrants” are to the warrants to purchase shares of New Bird Class A Common Stock into which the Switchback Warrants will convert at the Domestication Merger Effective Time;

 

   

“Bird” are to Bird Rides, Inc., a Delaware corporation;

 

   

“Bird Board” are to the board of directors of Bird;

 

   

“Bird Charter” are to the Amended and Restated Certificate of Incorporation of Bird dated January 26, 2021, as the same may be amended, supplemented or modified from time to time;

 

   

“Bird Common Stock” are to the shares of Bird’s Common Stock, par value $0.000001 per share;

 

   

“Bird Founder” are to Travis VanderZanden;

 

   

“Bird Founders Preferred Stock” are to the shares of Bird’s Founders Preferred Stock, par value $0.000001 per share;

 

   

“Bird Holdings” are to Bird Global, Inc., a Delaware corporation which was formed as a direct wholly owned subsidiary of Bird;

 

   

“Bird Holdings Common Stock” are to the shares of Bird Holding’s Common Stock, par value $0.000001 per share;

 

   

“Bird Options” are to the outstanding awards of stock options to purchase shares of Bird Common Stock, whether or not exercisable and whether or not vested, granted under the 2017 Plan or otherwise, and excluding, for the avoidance of doubt, any “Bird Warrants”;

 

   

“Bird Outstanding Shares” are to the total number of shares of Bird Common Stock outstanding immediately prior to the Acquisition Merger Effective Time (other than shares of Bird Restricted Stock), and including, for the avoidance of doubt, the number of shares of Bird Common Stock issuable upon the Conversion;

 

   

“Bird Preferred Stock” are to the Bird Prime Preferred Stock and Bird Senior Preferred Stock;

 

   

“Bird Prime Preferred Stock” are the Bird Series Seed Prime Preferred Stock, Bird Series A Prime Preferred Stock, Bird Series B Prime Preferred Stock, Bird Series C Prime Preferred Stock, Bird Series C-1 Prime Preferred Stock, Bird Series D Prime Preferred Stock, Bird Series D-1 Prime Preferred Stock and Bird Series D-2 Prime Preferred Stock;

 

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“Bird Restricted Stock” are to the outstanding awards of restricted shares of Bird Common Stock granted pursuant to the 2017 Plan or otherwise (including, for clarity, upon the “early exercise” of Bird Options);

 

   

“Bird RSU Award” are to all outstanding restricted stock unit awards covering shares of Bird Common Stock, whether or not vested, granted pursuant to the 2017 Plan or otherwise;

 

   

“Bird Senior Preferred Stock” are to the shares of Bird’s Senior Preferred Stock, par value $0.00001 per share;

 

   

“Bird Senior Preferred Warrants” are to the outstanding warrants of Bird to purchase shares of Bird Senior Preferred Stock;

 

   

“Bird Series A Prime Preferred Stock” are to the shares of Bird’s Preferred Stock, par value $0.000001 per share, designated as Series A Prime Preferred Stock in the Bird Charter;

 

   

“Bird Series B Prime Preferred Stock” are to the shares of Bird’s Preferred Stock, par value $0.000001 per share, designated as Series B Prime Preferred Stock in the Bird Charter;

 

   

“Bird Series C Prime Preferred Stock” are to the shares of Bird’s Preferred Stock, par value $0.000001 per share, designated as Series C Prime Preferred Stock in the Bird Charter;

 

   

“Bird Series C-1 Prime Preferred Stock” are to the shares of Bird’s Preferred Stock, par value $0.000001 per share, designated as Series C-1 Prime Preferred Stock in the Bird Charter;

 

   

“Bird Series C-1 Warrants” are to the outstanding warrants of Bird to purchase shares of Bird Series C-1 Prime Preferred Stock;

 

   

“Bird Series D Prime Preferred Stock” are to the shares of Bird’s Preferred Stock, par value $0.000001 per share, designated as Series D Prime Preferred Stock in the Bird Charter;

 

   

“Bird Series D-1 Prime Preferred Stock” are to the shares of Bird’s Preferred Stock, par value $0.000001 per share, designated as Series D-1 Prime Preferred Stock in the Bird Charter;

 

   

“Bird Series D-2 Prime Preferred Stock” are to the shares of Bird’s Preferred Stock, par value $0.000001 per share, designated as Series D-2 Prime Preferred Stock in the Bird Charter;

 

   

“Bird Series D Warrants” are to the outstanding warrants of Bird to purchase shares of Bird Series D Prime Preferred Stock;

 

   

“Bird Series Seed Prime Preferred Stock” are to the shares of Bird’s Preferred Stock, par value $0.000001 per share, designated as Series Seed Prime Preferred Stock in the Bird Charter;

 

   

“Bird Stock” are to the Bird Common Stock, the Bird Preferred Stock and the Bird Founders Preferred Stock;

 

   

“Bird Warrants” are to the Bird Senior Preferred Warrants, Bird Series C-1 Warrants and Bird Series D Warrants;

 

   

“Business Combination” are to the Domestication Merger, the Acquisition Merger and all other transactions contemplated by the Business Combination Agreement;

 

   

“Business Combination Agreement” are to that certain Business Combination Agreement, dated as of May 11, 2021, by and among Switchback, Merger Sub, Bird Holdings and Bird;

 

   

“Class A Ordinary Shares” are to Switchback’s Class A ordinary shares, par value $0.0001 per share;

 

   

“Class B Ordinary Shares” are to Switchback’s Class B ordinary shares, par value $0.0001 per share;

 

   

“Code” are to the Internal Revenue Code of 1986, as amended;

 

   

“Conversion” are to the conversion of each share of Bird Preferred Stock and Bird Founders Preferred Stock into a number of shares of Bird Common Stock immediately prior to the Acquisition Merger Effective Time at the then-effective conversion rate as calculated pursuant to the Bird Charter;

 

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“DGCL” are to the Delaware General Corporation Law;

 

   

“Domestication Closing” are to the closing of the Domestication Merger;

 

   

“Domestication Closing Date” are to the date on which the Domestication Closing occurs;

 

   

“Domestication Merger” are to the merger of Switchback with and into Bird Holdings, with Bird Holdings surviving the merger as a publicly traded entity;

 

   

“Domestication Merger Effective Time” are to the date and time at which the Domestication Merger becomes effective;

 

   

“Earnout Awards” are to the awards of restricted Earnout Shares granted under the 2021 Plan that are subject to the Earnout Triggering Events and other vesting conditions pursuant to the Business Combination Agreement and under the 2021 Plan;

 

   

“Earnout Period” are to the five-year period immediately following the Acquisition Closing;

 

   

“Earnout Shares” are to the up to an aggregate of 30,000,000 additional (a) shares of New Bird Class X Common Stock that New Bird may issue to Bird Founder during the Earnout Period, (b) shares of New Bird Class A Common Stock that New Bird may issue to all other Eligible Bird Equityholders during the Earnout Period or (c) shares of restricted New Bird Common Stock that are issuable with respect to Bird Options, Bird Restricted Stock and Bird RSU Awards, as the case may be;

 

   

“Earnout Triggering Event I” are to the date on which the daily volume-weighted average sale price of one share of New Bird Class A Common Stock quoted on the NYSE (or the exchange on which the shares of New Bird Class A Common Stock and New Bird Class X Common Stock are then listed) is greater than or equal to $12.50 for any ten trading days within any 20 consecutive trading day period within the Earnout Period;

 

   

“Earnout Triggering Event II” are to the date on which the daily volume-weighted average sale price of one share of New Bird Class A Common Stock quoted on the NYSE (or the exchange on which the shares of New Bird Class A Common Stock and New Bird Class X Common Stock are then listed) is greater than or equal to $20.00 for any ten trading days within any 20 consecutive trading day period within the Earnout Period;

 

   

“Earnout Triggering Event III” are to the date on which the daily volume-weighted average sale price of one share of New Bird Class A Common Stock quoted on the NYSE (or the exchange on which the shares of New Bird Class A Common Stock and New Bird Class X Common Stock are then listed) is greater than or equal to $30.00 for any ten trading days within any 20 consecutive trading day period within the Earnout Period;

 

   

“Earnout Triggering Events” are to Earnout Triggering Event I, Earnout Triggering Event II and Earnout Triggering Event III;

 

   

“Eligible Bird Equityholder” are to a holder of (a) a share of Bird Common Stock (after taking into account the Conversion) or (b) a Bird Option, a Bird RSU Award or shares of Bird Restricted Stock, in each case immediately prior to the Acquisition Merger Effective Time;

 

   

“Exchange Ratio” are to the following ratio (rounded to ten decimal places): the quotient obtained by dividing (a) 240,000,000 by (b) the Bird Outstanding Shares;

 

   

“Existing Organizational Documents” are to Switchback’s Amended and Restated Memorandum and Articles of Association dated and effective as of January 7, 2021;

 

   

“extraordinary general meeting” are to the extraordinary general meeting of Switchback that is the subject of this proxy statement/prospectus and any adjournments thereof;

 

   

“Historical Rollover Stockholders” are to the holders of shares of New Bird Common Stock that will be issued in exchange for all outstanding shares of Bird Common Stock in the Business Combination;

 

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“HSR Act” are to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended;

 

   

“Initial Business Combination” are to Switchback’s initial merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities after the Initial Public Offering;

 

   

“Initial Public Offering” or “IPO” are to Switchback’s initial public offering of units, which closed on January 7, 2021;

 

   

“initial shareholders” are to the holders of the Switchback Founder Shares, which includes the Sponsor and Switchback’s independent directors;

 

   

“IRS” are to the Internal Revenue Service;

 

   

“Management Earnout Awards” are to awards covering Management Reserve Shares granted to certain members of New Bird’s management team pursuant to the 2021 Plan;

 

   

“Management Reserve Shares” are to the up to 30,000,000 additional shares of New Bird Class A Common Stock and New Bird Class X Common Stock issuable to certain members of New Bird’s management team pursuant to awards under the 2021 Plan;

 

   

“Merger Sub” are to Maverick Merger Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of Switchback;

 

   

“Merger Sub Common Stock” are to shares of common stock, par value $0.0001 per share, of Merger Sub;

 

   

“New Bird” are to Bird Global, Inc. after giving effect to the Domestication Merger;

 

   

“New Bird Board” are to the board of directors of New Bird;

 

   

“New Bird Class A Common Stock” are to the shares of Class A common stock, par value $0.0001 per share, of New Bird after the Domestication Merger;

 

   

“New Bird Class B Common Stock” are to the shares of Class B common stock, par value $0.0001 per share, of New Bird after the Domestication Merger;

 

   

“New Bird Class X Common Stock” are to the shares of Class X common stock, par value $0.0001 per share, of New Bird after the Domestication Merger;

 

   

“New Bird Common Stock” are to shares of New Bird Class A Common Stock, New Bird Class B Common Stock and New Bird Class X Common Stock;

 

   

“New Bird Options” are to the options to purchase shares of New Bird Class A Common Stock into which the Bird Options will convert at the Acquisition Merger Effective Time;

 

   

“New Bird Preferred Stock” are to the shares of preferred stock, par value $0.0001 per share, of New Bird;

 

   

“New Bird Restricted Stock” are to the award to purchase shares of New Bird Class A Common Stock into which the Bird Restricted Stock will convert at the Acquisition Merger Effective Time;

 

   

“New Bird RSU Award” are to the award to purchase shares of New Bird Class A Common Stock into which the Bird RSU Award will convert at the Acquisition Merger Effective Time;

 

   

“New Bird Warrants” are to the Assumed Switchback Warrants and the warrants to purchase shares of New Bird Class A Common Stock into which the Bird Warrants will convert at the Acquisition Merger Effective Time;

 

   

“New Bird Units” are to the units of New Bird, each consisting of one share of New Bird Class A Common and one-fifth of one New Bird Warrant, into which the Switchback Units will convert at the Domestication Merger Effective Time;

 

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“New PIPE Investors” are to investors in the PIPE Financing;

 

   

“NGP” are to NGP Energy Capital Management, L.L.C., an SEC-registered investment advisor that manages the NGP Funds;

 

   

“NGP Funds” are to a family of energy-focused private equity investments funds advised by NGP, including NGP Natural Resources XII, L.P., a Delaware limited partnership (“NGP XII”);

 

   

“NYSE” are to the New York Stock Exchange;

 

   

“Ordinary Shares” are to the Class A Ordinary Shares and the Class B Ordinary Shares;

 

   

“PIPE Financing” are to the private offering of securities of New Bird to certain investors pursuant to separate subscription agreements in connection with the Acquisition Merger;

 

   

“PIPE Funds” are to the proceeds from the PIPE Financing;

 

   

“PIPE Shares” are to the shares of New Bird Class A Common Stock that will be issued in the PIPE Financing;

 

   

“private placement warrants” are to the warrants issued to the Sponsor in a private placement simultaneously with the closing of the IPO;

 

   

“public shareholders” are to the holders of Switchback’s public shares;

 

   

“public shares” are to the Class A Ordinary Shares sold as part of the Switchback Units in the IPO (whether they were purchased in the IPO or thereafter in the open market);

 

   

“public warrants” are to the warrants sold as part of the units in the IPO (whether they were purchased in the IPO or thereafter in the open market);

 

   

“Requisite Bird Stockholder Approval” are to the affirmative vote or consent of (a) the holders of a majority of the outstanding shares of Bird Stock, voting together as a single class on an as-converted basis, and (b) the holders of a majority of the outstanding shares of (i) Bird Series Seed Prime Preferred Stock, (ii) Bird Series A Prime Preferred Stock, (iii) Bird Series B Prime Preferred Stock, (iv) Bird Series C Prime Preferred Stock, (v) Bird Series C-1 Prime Preferred Stock, (vi) Bird Series D Prime Preferred Stock and (vii) Bird Series D-2 Prime Preferred Stock, voting together as a single class on an as-converted basis;

 

   

“SEC” are to the U.S. Securities and Exchange Commission;

 

   

“Sponsor” are to NGP Switchback II, LLC, a Delaware limited liability company and portfolio company of NGP XII;

 

   

“Switchback” are to Switchback II Corporation, a Cayman Islands exempted company;

 

   

“Switchback Board” are to the board of directors of Switchback;

 

   

“Switchback Founder Earn Back Shares” are to the 1,976,563 Switchback Founder Shares held by the initial shareholders (including any shares of New Bird Class B Common Stock issued in exchange therefor in the Domestication Merger and any shares of New Bird Class A Common Stock into which such shares of New Bird Class B Common Stock are converted into in connection with the Acquisition Merger) that are subject to potential forfeiture in accordance with the terms of the Letter Agreement Amendment (as defined below);

 

   

“Switchback Founder Shares” are to the outstanding Class B Ordinary Shares;

 

   

“Switchback Preference Shares” are to Switchback’s preference shares, par value $0.0001 per share;

 

   

“Switchback Units” are to Switchback’s units sold in the IPO, each of which consists of one Class A Ordinary Share and one-fifth of one public warrant;

 

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“Switchback Warrants” are to (a) prior to the Domestication Closing, the public warrants and the private placement warrants, and (b) after the Domestication Closing, the New Bird Warrants that the public warrants and private placement warrants will convert into upon consummation of the Domestication Merger;

 

   

“Trust Account” are to the trust account that holds the proceeds (including interest not previously released to Switchback for working capital purposes) from the IPO and a concurrent private placement of private placement warrants to the Sponsor;

 

   

“U.S. GAAP” are to the generally accepted accounting principles in the United States; and

 

   

“Warrant Agreement” are to the Warrant Agreement, dated January 7, 2021, between Switchback and Continental Stock Transfer & Trust Company, as warrant agent.

Unless otherwise specified, the voting and economic interests of Switchback shareholders set forth in this proxy statement/prospectus (a) assume that (i) no public shareholders elect to have their public shares redeemed, (ii) there are no other issuances of equity interests of Switchback or Bird and no repurchases of Bird Restricted Stock, (iii) none of Switchback’s initial shareholders or the Historical Rollover Stockholders purchase Class A Ordinary Shares in the open market, and (iv) there are no exercises of Bird Options or Bird Warrants and (b) do not take into account (i) Switchback Warrants that will remain outstanding following the Business Combination and may be exercised at a later date or (ii) the Earnout Shares.

 

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SUMMARY TERM SHEET

This Summary Term Sheet, together with the sections entitled “Questions and Answers About the Business Combination” and “Summary of the Proxy Statement/Prospectus,” summarizes certain information included in this proxy statement/prospectus, but does not include all of the information that is important to you. You should carefully read this entire proxy statement/prospectus, including the attached annexes, for a more complete understanding of the matters to be considered at the extraordinary general meeting.

 

   

Switchback is a blank check company incorporated on October 7, 2020 as a Cayman Islands exempted company for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities. For more information about Switchback, see the section entitled “Information About Switchback” When you consider the Switchback Board’s recommendation of the Proposals (as defined below), you should keep in mind that Switchback’s directors and officers have interests in the Business Combination that are different from, or in addition to, the interests of Switchback shareholders generally. Switchback’s directors were aware of and considered these interests, among other matters, in evaluating the Business Combination, and in recommending to shareholders that they approve the Business Combination. Shareholders should take these interests into account in deciding whether to approve the Business Combination. See the subsection entitled “The Business Combination — Interests of Certain Persons in the Business Combination” for additional information. The Switchback Board was aware of and considered these interests, among other matters, in recommending that Switchback shareholders vote “FOR” each of the Proposals.

 

   

There are currently 31,625,000 Class A Ordinary Shares and 7,906,250 Class B Ordinary Shares issued and outstanding. In addition, there are currently 11,875,000 Switchback Warrants outstanding, consisting of 6,325,000 public warrants and 5,550,000 private placement warrants. Each whole Switchback Warrant entitles the holder to purchase one whole Class A Ordinary Share for $11.50 per share. The Switchback Warrants will become exercisable on the later of 30 days after the completion of an Initial Business Combination and 12 months from the closing of the Initial Public Offering, and will expire five years after the completion of an Initial Business Combination or earlier upon redemption or liquidation. Once the warrants become exercisable, Switchback may redeem the outstanding warrants, in whole and not in part, for cash in accordance with, and subject to the terms of, the Warrant Agreement. The private placement warrants, however, are non-redeemable so long as they are held by the Sponsor or its permitted transferees. For more information about the terms of the warrants, see the subsection entitled “Description of Securities — Public Warrants.”

 

   

Bird, a Delaware corporation, is an electric vehicle transportation company dedicated to bringing affordable, environmentally friendly transportation solutions to communities across the world. Today, it provides a fleet of shared electric scooters to riders in over 200 cities and makes its products available for purchase at its website and via leading retailers and distribution partners. Bird partners closely with the cities in which it operates so that Bird is a reliable and affordable transportation option for people who live and work there. For more information about Bird, see the sections entitled “Information About Bird” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Bird.”

 

   

On May 11, 2021, Switchback and Switchback’s wholly owned subsidiary, Merger Sub, entered into the Business Combination Agreement with Bird and Bird’s wholly owned subsidiary, Bird Holdings. A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A.

 

   

Pursuant to the Business Combination Agreement, and subject to the terms and conditions contained therein, the Business Combination will be effected in two steps: (a) on the Domestication Closing Date, Switchback will reincorporate to the State of Delaware by merging with and into Bird Holdings, with Bird Holdings surviving the Domestication Merger as a publicly traded entity and becoming the sole

 

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owner of Merger Sub, and on the Acquisition Closing Date, Merger Sub will merge with and into Bird, with Bird surviving the Acquisition Merger as a wholly owned subsidiary of New Bird. For more information about the Business Combination Agreement and the Business Combination, see the section entitled “The Business Combination.”

 

   

In connection with the Domestication Merger, each then issued and outstanding Class A Ordinary Share, Class B Ordinary Share, Switchback Warrant and Switchback Unit will automatically convert into a New Bird Class A Common Stock, New Bird Class B Common Stock, New Bird Warrant and New Bird Unit, respectively.

 

   

In connection with the Acquisition Merger, it is anticipated that 201,284,128 shares of New Bird Class A Common Stock and 38,715,872 shares of New Bird Class X Common Stock will be issued to the Historical Rollover Stockholders in the Acquisition Merger in exchange for all outstanding shares of Bird Common Stock (including shares of Bird Preferred Stock converted in the Conversion). It is also anticipated that New Bird will reserve for issuance up to              shares of New Bird Class A Common Stock in respect of New Bird Options issued in exchange for outstanding pre-merger Bird Options and in respect of New Bird Warrants issued in exchange for outstanding pre-merger Bird Warrants. Additionally, during the Earnout Period, New Bird may issue up to an aggregate of 30,000,000 additional shares of New Bird Class X Common Stock to Bird Founder or New Bird Class A Common Stock to all other Eligible Bird Equityholders, as the case may be, in three equal tranches upon the occurrence of an Earnout Triggering Event. Earnout Shares issuable with respect to Bird Options, Bird Restricted Stock and Bird RSU Awards will be issued in the form of restricted New Bird Common Stock. For more information about the Business Combination Agreement and the Business Combination, see the section entitled “The Business Combination.”

 

   

Unless lawfully waived by the parties to the Business Combination Agreement, the Acquisition Closing is subject to a number of conditions set forth in the Business Combination Agreement, including, among others, receipt of the requisite Switchback shareholder approval of the Business Combination Agreement, the Business Combination as contemplated by this proxy statement/prospectus and certain other proposals at the extraordinary general meeting. For more information about the closing conditions to the Business Combination, see the subsection entitled “The Business Combination — Conditions to Consummation of the Business Combination Agreement.”

 

   

The Business Combination Agreement may be terminated at any time prior to the consummation of the Business Combination upon agreement of the parties thereto, or for other reasons in specified circumstances. For more information about the termination rights under the Business Combination Agreement, see the subsection entitled “The Business Combination — Termination.”

 

   

The proposed Business Combination involves numerous risks. For more information about these risks, please see the section entitled “Risk Factors.”

 

   

Pursuant to the PIPE Financing, Switchback has agreed that New Bird will issue and sell to certain investors, and those investors have agreed to buy from New Bird, in connection with the Acquisition Closing, an aggregate of 16,000,000 shares of New Bird Class A Common Stock at a purchase price of $10.00 per share for an aggregate commitment of $160,000,000. Such New Bird Class A Common Stock would be valued at approximately $        , based on the closing price of the Class A Ordinary Shares of $         per share on                 , 2021.

 

   

Under the Existing Organizational Documents, in connection with the Business Combination, Switchback’s public shareholders may elect to have their public shares redeemed for cash at the applicable redemption price per share calculated in accordance with the Existing Organizational Documents. As of March 31, 2021, this would have amounted to $10.00 per share. If a holder exercises its redemption rights, then such holder will exchange its shares of New Bird Class A Common Stock received in exchange for its public shares for cash and will not own public shares or shares of New Bird following the completion of the Business Combination and will not participate in the future

 

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growth of New Bird, if any. Such a holder will be entitled to receive cash for its shares of New Bird Class A Common Stock only if it properly demands redemption and delivers its shares (either physically or electronically) to Switchback’s transfer agent at least two business days prior to the extraordinary general meeting. For more information regarding these procedures, see the subsection entitled “Extraordinary General Meeting — Redemption Rights.”

 

   

It is anticipated that, upon completion of the Business Combination, the ownership of New Bird will be as follows:

 

   

the Historical Rollover Stockholders will own 201,284,128 shares of New Bird Class A Common Stock, or approximately 68.6% of the outstanding New Bird Class A Common Stock;

 

   

the public shareholders will own 31,625,000 shares of New Bird Class A Common Stock, or approximately 10.8% of the outstanding New Bird Class A Common Stock;

 

   

the New PIPE Investors will own 16,000,000 shares of New Bird Class A Common Stock, or approximately 5.5% of the outstanding New Bird Class A Common Stock;

 

   

the initial shareholders will own 5,929,688 shares of New Bird Class A Common Stock, or approximately 2.0% of the outstanding New Bird Class A Common Stock (which, for the avoidance of doubt, does not include shares of New Bird Class A Common Stock that will be issued to certain initial shareholders in connection with the PIPE Financing, which shares are reflected in the preceding bullet); and

 

   

Travis VanderZanden will own 38,715,872 shares of New Bird Class X Common Stock, or 100% of the outstanding New Bird Class X Common Stock, such that as of immediately following the completion of the Business Combination, taking into account all of their New Bird Class A Common Stock and New Bird Class X Common Stock, Mr. VanderZanden will have approximately 13.2% of the outstanding capital stock of New Bird on a fully-diluted basis.

The number of shares and the interests set forth above (a) assume that (i) no public shareholders elect to have their public shares redeemed, (ii) there are no other issuances of equity interests of Switchback or Bird and no repurchases of Bird Restricted Stock, (iii) none of Switchback’s initial shareholders or the Historical Rollover Stockholders purchase Class A Ordinary Shares in the open market, and (iv) there are no exercises of Bird Options or Bird Warrants and (b) do not take into account (i) Switchback Warrants that will remain outstanding following the Business Combination and may be exercised at a later date or (ii) the Earnout Shares. As a result of the Business Combination, the economic and voting interests of Switchback’s shareholders will decrease. If we assume the maximum redemptions scenario described under the section entitled “Unaudited Pro Forma Condensed Combined Financial Information — Basis of Pro Forma Presentation,” i.e., 30,151,268 public shares are redeemed, and the assumptions set forth in the foregoing clauses (a)(ii)–(iv) and (b) remain true, the ownership of New Bird upon completion of the Business Combination will be as follows:

 

   

the Historical Rollover Stockholders will own 201,284,128 shares of New Bird Class A Common Stock, or approximately 76.4% of the outstanding New Bird Class A Common Stock;

 

   

the public shareholders will own 1,473,732 shares of New Bird Class A Common Stock, or approximately 0.5% of the outstanding New Bird Class A Common Stock;

 

   

the New PIPE Investors will own 16,000,000 shares of New Bird Class A Common Stock, or approximately 6.1% of the outstanding New Bird Class A Common Stock;

 

   

the initial shareholders will own 5,929,688 shares of New Bird Class A Common Stock, or approximately 2.3% of the outstanding New Bird Class A Common Stock (which, for the avoidance of doubt, does not include shares of New Bird Class A Common Stock that will be issued to certain initial shareholders in connection with the PIPE Financing, which shares are reflected in the preceding bullet); and

 

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Mr. VanderZanden will own 38,712,872 shares of New Bird Class X Common Stock, or 100% of the outstanding New Bird Class X Common Stock, such that as of immediately following the completion of the Business Combination, taking into account all of their New Bird Class A Common Stock and New Bird Class X Common Stock, Mr. VanderZanden will have approximately 14.7% of the outstanding capital stock of New Bird on a fully-diluted basis.

The ownership percentages with respect to New Bird set forth above do not take into account Switchback Warrants that will remain outstanding immediately following the Business Combination, but do include the Switchback Founder Shares, which will convert into New Bird Class A Common Stock upon an Initial Business Combination. If the facts are different than these assumptions, the percentage ownership retained by Switchback’s existing shareholders in New Bird following the Business Combination will be different. For example, if we assume that all outstanding 6,325,000 public warrants and 5,550,000 private placement warrants were exercisable and exercised following completion of the Business Combination and further assume that no public shareholders elect to have their public shares redeemed (and each other assumption set forth in the preceding paragraph remains the same), then the ownership of New Bird would be as follows:

 

   

the Historical Rollover Stockholders will own 201,284,128 shares of New Bird Class A Common Stock, or approximately 65.9% of the outstanding New Bird Class A Common Stock;

 

   

the public shareholders will own 37,950,000 shares of New Bird Class A Common Stock, or approximately 12.4% of the outstanding New Bird Class A Common Stock;

 

   

the New PIPE Investors will own 16,000,000 shares of New Bird Class A Common Stock, or approximately 5.2% of the outstanding New Bird Class A Common Stock;

 

   

the initial shareholders will own 11,479,688 shares of New Bird Class A Common Stock, or approximately 3.8% of the outstanding New Bird Class A Common Stock (which, for the avoidance of doubt, does not include shares of New Bird Class A Common Stock that will be issued to certain initial shareholders in connection with the PIPE Financing, which shares are reflected in the preceding bullet); and

 

   

Mr. VanderZanden will own 38,712,872 shares of New Bird Class X Common Stock, or 100% of the outstanding New Bird Class X Common Stock, such that as of immediately following the completion of the Business Combination, taking into account all of their New Bird Class A Common Stock and New Bird Class X Common Stock, Mr. VanderZanden will have approximately 12.7% of the outstanding capital stock of New Bird on a fully-diluted basis.

The Switchback Warrants will become exercisable on the later of 30 days after the completion of an Initial Business Combination and 12 months from the closing of the Initial Public Offering, and will expire five years after the completion of an Initial Business Combination or earlier upon their redemption or liquidation.

Additionally, if we (a) assume that (i) no public shareholders elect to have their public shares redeemed, (ii) there are no other issuances of equity interests of Switchback or Bird and no repurchases of Bird Restricted Stock, (iii) none of Switchback’s initial shareholders or the Historical Rollover Stockholders purchase Class A Ordinary Shares in the open market, (iv) the issuance of all              shares of New Bird Class A Common Stock that will be reserved in respect of New Bird Options issued in exchange for outstanding pre-merger Bird Options and in respect of New Bird Warrants issued in exchange for outstanding pre-merger Bird Warrants and (v) the issuance of all Earnout Shares in the form of New Bird Class A Common Stock and (b) do not take into account Switchback Warrants that will remain outstanding following the Business Combination and may be exercised at a later date, then the ownership of New Bird would be as follows:

 

   

the Historical Rollover Stockholders will own              shares of New Bird Class A Common Stock, or approximately         % of the outstanding New Bird Class A Common Stock;

 

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the public shareholders will own 31,625,000 shares of New Bird Class A Common Stock, or approximately         % of the outstanding New Bird Class A Common Stock;

 

   

the New PIPE Investors will own 16,000,000 shares of New Bird Class A Common Stock, or approximately         % of the outstanding New Bird Class A Common Stock;

 

   

the initial shareholders will own 7,906,250 shares of New Bird Class A Common Stock, or approximately         % of the outstanding New Bird Class A Common Stock (which, for the avoidance of doubt, does not include shares of New Bird Class A Common Stock that will be issued to certain initial shareholders in connection with the PIPE Financing, which shares are reflected in the preceding bullet); and

 

   

Mr. VanderZanden will own              shares of New Bird Class X Common Stock, or 100% of the outstanding New Bird Class X Common Stock, such that as of immediately following the completion of the Business Combination, taking into account all of their New Bird Class A Common Stock and New Bird Class X Common Stock, Mr. VanderZanden will have approximately         % of the outstanding capital stock of New Bird on a fully-diluted basis.

Please see the sections entitled “Summary of the Proxy Statement/Prospectus — Ownership of New Bird After the Acquisition Closing” and “Unaudited Pro Forma Condensed Combined Financial Information” for further information.

The Switchback Board considered various factors in determining whether to approve the Business Combination Agreement and the Business Combination. For more information about the Switchback Board’s decision-making process, see the subsection entitled “The Business Combination — The Switchback Board’s Reasons for the Approval of the Business Combination.”

In addition to voting on the two separate proposals to approve the Domestication Merger by special resolution (the “Domestication Merger Proposal”) and to approve the Acquisition Merger and approve and adopt the Business Combination Agreement and the Business Combination by ordinary resolution (the Acquisition Merger Proposal” and together with the Domestication Merger Proposal. “Business Combination Proposals”) at the extraordinary general meeting, Switchback’s shareholders will also be asked to vote on the approval of:

 

   

the proposed certificate of incorporation (the “Proposed Certificate of Incorporation”) and the proposed bylaws (the “Proposed Bylaws” and, together with the Proposed Certificate of Incorporation, the “Proposed Organizational Documents”) of New Bird, the post-Domestication Merger company, which if approved, would take effect at the Domestication Merger Effective Time (the “Organizational Documents Proposal”);

 

   

on a non-binding advisory basis, certain governance provisions in the Proposed Organizational Documents, which are being presented separately in accordance with the SEC guidance to give shareholders the opportunity to present their separate views on important corporate governance provisions, as nine separate proposals (collectively, the “Advisory Organizational Documents Proposals”);

 

   

for purposes of complying with applicable listing rules of the NYSE, (a) the issuance pursuant to the Business Combination Agreement of up to an aggregate of 270,186,533 shares of New Bird Class A Common Stock and 39,344,717 shares of New Bird Class X Common Stock to the Historical Rollover Stockholders in connection with the Acquisition Merger and (b) the issuance and sale to the New PIPE Investors of 16,000,000 shares of New Bird Class A Common Stock in the PIPE Financing, which will occur substantially concurrently with, and is contingent upon, the consummation of the Acquisition Merger (the “NYSE Proposal”);

 

   

the Bird Global, Inc. 2021 Incentive Award Plan (the “2021 Plan”) and material terms thereunder (the “2021 Plan Proposal”);

 

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the Bird Global, Inc. 2021 Employee Stock Purchase Plan (the “ESPP”) and material terms thereunder (the “ESPP Proposal”); and

 

   

the adjournment of the extraordinary general meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal, the Organizational Documents Proposal, the Advisory Organizational Documents Proposals, the NYSE Proposal, the 2021 Plan Proposal or the ESPP Proposal (the “Adjournment Proposal” and, together with the Business Combination Proposals, the Organizational Documents Proposal, the Advisory Organizational Documents Proposals, the NYSE Proposal, the 2021 Plan Proposal and the ESPP Proposal, the “Proposals”).

For more information, see the sections entitled “Proposal No. 1 — The Business Combination Proposals,” “Proposal No. 2 — The Organizational Documents Proposal,” “Proposal No. 3 — The Advisory Organizational Documents Proposals,” “Proposal No. 4 — The NYSE Proposal,” “Proposal No. 5 — The 2021 Plan Proposal,” “Proposal No. 6 — The ESPP Proposal” and “Proposal No. 7 — The Adjournment Proposal.”

 

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QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION

The following questions and answers briefly address some commonly asked questions about the Proposals to be presented at the extraordinary general meeting, including the proposed Business Combination. The following questions and answers do not include all the information that is important to Switchback shareholders. We urge Switchback shareholders to carefully read this entire proxy statement/prospectus, including the annexes and other documents referred to herein.

QUESTIONS AND ANSWERS ABOUT SWITCHBACK’S EXTRAORDINARY GENERAL MEETING AND THE BUSINESS COMBINATION

 

Q:

Why am I receiving this proxy statement/prospectus?

 

A:

Switchback is sending this proxy statement/prospectus to its shareholders to help them decide how to vote their Ordinary Shares with respect to the matters to be considered at the extraordinary general meeting. Switchback shareholders are being asked to consider and vote upon, among other things, two separate proposals to (a) approve and adopt the Business Combination Agreement, pursuant to which the Business Combination will be effected in two steps; (1) subject to approval by special resolution, Switchback will reincorporate to the State of Delaware by merging with and into Bird Holdings, with Bird Holdings surviving the Domestication Merger, as publicly traded entity and becoming the sole owner of Merger Sub, and (ii) subject to approval by ordinary resolution, on the Acquisition Closing Date, Merger Sub will merge with and into Bird, with Bird surviving the Acquisition Merger as a wholly owned subsidiary of New Bird, (b) approve the Domestication Merger, the Acquisition Merger and the other transactions contemplated by the Business Combination Agreement and (c) approve, for purposes of complying with applicable listing rules of the NYSE, (i) the issuance in connection with the Acquisition Merger of up to an aggregate of 270,186,533 shares of New Bird Class A Common Stock and 39,344,717 shares of New Bird Class X Common Stock to the Historical Rollover Stockholders in connection with the Acquisition Merger and (ii) the issuance and sale to the New PIPE Investors of 16,000,000 shares of New Bird Class A Common Stock in the PIPE Financing, which will occur substantially concurrently with, and is contingent upon, the consummation of the Acquisition Merger. The Business Combination cannot be completed unless Switchback shareholders approve the Business Combination Proposals, the Organizational Documents Proposal, the NYSE Proposal, the 2021 Plan Proposal and the ESPP Proposal (collectively, the “Condition Precedent Proposals”) at the extraordinary general meeting.

A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A. This proxy statement/prospectus and its annexes include important information about the proposed Business Combination and the other matters to be acted upon at the extraordinary general meeting. You should read this proxy statement/prospectus and its annexes carefully and in their entirety.

The approval of each of the Acquisition Merger Proposal, the Advisory Organizational Documents Proposals, the NYSE Proposal, the 2021 Plan Proposal, the ESPP Proposal and the Adjournment Proposal are being proposed as an ordinary resolution, being the affirmative vote (in person, online or by proxy) of at least a majority of the holders of the Class A Ordinary Shares and Class B Ordinary Shares entitled to vote and actually casting votes thereon at the extraordinary general meeting, voting as a single class. The Domestication Merger Proposal and the Organizational Documents Proposal require a special resolution under Cayman Islands law, being the affirmative vote (in person, online or by proxy) of at least a two-thirds majority of the holders of the Class A Ordinary Shares and Class B Ordinary Shares entitled to vote and actually casting votes thereon at the extraordinary general meeting, voting as a single class.

At the Domestication Merger Effective Time, pursuant to the Domestication Merger: (a) each then issued and outstanding share of Bird Holdings Common Stock shall be redeemed for par value; (b) each then issued and outstanding Class A Ordinary Share will be canceled and converted, on a one-for-one basis, into a share of New Bird Class A Common Stock; (c) each then issued and outstanding Class B Ordinary Share will be canceled and converted, on a one-for-one basis, into a share of New Bird Class B Common Stock

 

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(with such Shares of New Bird Class B Common Stock thereafter converting, on a one-for-one basis, into a share of New Bird Class A Common Stock in connection with the Acquisition Merger as described below); (d) each then issued and outstanding Switchback Warrant will be assumed and converted automatically into a New Bird Warrant pursuant to the Warrant Agreement; and (e) each then issued and outstanding Switchback Unit will be canceled and converted into one New bird Unit, such unit consisting of one share of New Bird Class A Common Stock and one-fifth of one New Bird Warrant.

Your vote is important. You are encouraged to submit your proxy as soon as possible after carefully reviewing this proxy statement/prospectus and its annexes.

 

Q:

What is being voted on at the extraordinary general meeting?

 

A:

Switchback shareholders will vote on the following proposals at the extraordinary general meeting.

 

   

The Business Combination Proposals — To consider and vote upon two separate proposals to approve the Domestication Merger by special resolution and to approve the Acquisition Merger and adopt the Business Combination Agreement and the transactions contemplated thereby by ordinary resolution (Proposal No. 1).

 

   

The Organizational Documents Proposal — To consider and vote upon a proposal to approve by special resolution the Proposed Certificate of Incorporation and the Proposed Bylaws of New Bird, which, if approved, would take effect at the Domestication Merger Effective Time (Proposal No. 2).

 

   

The Advisory Organizational Documents Proposals — To consider and vote upon nine separate proposals to approve, on a non-binding advisory basis, by ordinary resolution, certain governance provisions in the Proposed Organizational Documents, which are being presented separately in accordance with SEC guidance to give shareholders the opportunity to present their separate views on important corporate governance provisions (Proposal No. 3).

 

   

The NYSE Proposal — To consider and vote upon a proposal to approve by ordinary resolution, for purposes of complying with applicable listing rules of the NYSE, (a) the issuance of up to an aggregate of 270,186,533 shares of New Bird Class A Common Stock and 39,344,717 shares of New Bird Class X Common Stock in connection with the Acquisition Merger, (b) the issuance and sale of 16,000,000 shares of New Bird Class A Common Stock in the PIPE Financing, which will occur substantially concurrently with, and is contingent upon, the consummation of the Acquisition Merger (Proposal No. 4).

 

   

The 2021 Plan Proposal — To consider and vote upon a proposal to approve by ordinary resolution and adopt the 2021 Plan and material terms thereunder (Proposal No. 5).

 

   

The ESPP Proposal — To consider and vote upon a proposal to approve by ordinary resolution and adopt the ESPP and material terms thereunder (Proposal No. 6).

 

   

The Adjournment Proposal — To consider and vote upon a proposal to approve by ordinary resolution the adjournment of the extraordinary general meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of any of the other Proposals (Proposal No. 7).

 

Q:

Are the Proposals conditioned on one another?

 

A:

Switchback may not consummate the Business Combination unless the Condition Precedent Proposals are approved at the extraordinary general meeting. Each of the Condition Precedent Proposals is cross-conditioned on the approval and adoption of each of the other Condition Precedent Proposals. The Advisory Organizational Documents Proposals and the Adjournment Proposal are not conditioned on the approval of any other Proposal set forth in this proxy statement/prospectus.

 

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Q:

What will happen in the Business Combination?

 

A:

On May 11, 2021, Switchback and Merger Sub entered into the Business Combination Agreement with Bird and Bird Holdings. Pursuant to the Business Combination Agreement, and subject to the terms and conditions contained therein, the Business Combination will be effected in two steps: (a) on the Domestication Closing Date, Switchback will reincorporate to the State of Delaware by merging with and into Bird Holdings, with Bird Holdings surviving the Domestication Merger as a publicly traded entity and becoming the sole owner of Merger Sub, and (b) on the Acquisition Closing Date, Merger Sub will merge with and into Bird, with Bird surviving the Acquisition Merger as a wholly owned subsidiary of New Bird. In connection with the Domestication Merger, each then issued and outstanding Class A Ordinary Share, Class B Ordinary Share, Switchback Warrant and Switchback Unit will automatically convert into a New Bird Class A Common Stock, New Bird Class B Common Stock, New Bird Warrant and New Bird Unit, respectively. In connection with the Acquisition Merger, it is anticipated that 205,026,918 shares of New Bird Class A Common Stock and 34,973,082 shares of New Bird Class X Common Stock will be issued to the Historical Rollover Stockholders in the Business Combination in exchange for all outstanding shares of Bird Common Stock. It is also anticipated that New Bird will reserve for issuance up to              shares of New Bird Class A Common Stock in respect of New Bird Options issued in exchange for outstanding pre-merger Bird Options and in respect of New Bird Warrants issued in exchange for outstanding pre-merger Bird Warrants. Additionally, during the Earnout Period, New Bird may issue up to an aggregate of 30,000,000 additional shares of New Bird Class X Common Stock to Bird Founder or shares of New Bird Class A Common Stock to all other Eligible Bird Equityholders, as applicable, in three equal tranches upon the occurrence of each Earnout Triggering Event. Earnout Shares issuable with respect to Bird Options, Bird Restricted Stock and Bird RSU Awards will be issued in the form of restricted New Bird Common Stock. For more information about the Business Combination Agreement and the Business Combination, see the section entitled “The Business Combination.”

 

Q:

Why is Switchback proposing the Business Combination?

 

A:

Switchback was formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving Switchback and one or more businesses or entities.

On January 12, 2021, Switchback completed the IPO of 31,625,000 Switchback Units, including 4,125,000 Switchback Units that were issued pursuant to the underwriters’ exercise of their over-allotment option in full, with each Switchback Unit consisting of one Class A Ordinary Share and one-fifth of one warrant, where each whole warrant is exercisable to purchase one Class A Ordinary Share at a price of $11.50 per share, generating gross proceeds to Switchback of $316,250,000. The underwriters were granted a 45-day option from the date of the final prospectus relating to the IPO to purchase up to 4,125,000 additional units to cover over-allotments, if any, at $10.00 per unit, less underwriting discounts and commissions. The underwriters exercised the over-allotment option in full on January 8, 2021. Since the IPO, Switchback’s activity has been limited to the search for a prospective Initial Business Combination.

The Switchback Board considered a wide variety of factors in connection with its evaluation of the Business Combination, including its review of the results of the due diligence conducted by Switchback’s management and Switchback’s advisors. As a result, the Switchback Board concluded that a transaction with Bird would present the most attractive opportunity to maximize value for Switchback’s shareholders. Please see the subsection entitled “The Business Combination — The Switchback Board’s Reasons for the Approval of the Business Combination.”

 

Q:

What conditions must be satisfied to complete the Business Combination?

 

A:

There are a number of closing conditions in the Business Combination Agreement, including the approval by Switchback’s shareholders of the Condition Precedent Proposals. For a summary of the conditions that

 

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  must be satisfied or waived prior to completion of the Business Combination, see the subsection entitled “The Business Combination — Conditions to Consummation of the Business Combination Agreement.”

 

Q:

How will New Bird be managed and governed following the Business Combination?

 

A:

Immediately after the Acquisition Closing, the New Bird Board will be divided into three separate classes, designated as follows:

 

   

the Class I directors will be                  and their terms will expire at the annual meeting of stockholders to be held in 2022;

 

   

the Class II directors will be                  and their terms will expire at the annual meeting of stockholders to be held in 2023; and

 

   

the Class III directors will be                  and their terms will expire at the annual meeting of stockholders to be held in 2024.

For additional information, please see the section entitled “Management After the Business Combination.”

 

Q:

Will Switchback obtain new financing in connection with the Business Combination?

 

A:

The New PIPE Investors have committed to purchase from New Bird 16,000,000 shares of New Bird Class A Common Stock, for an aggregate purchase price of approximately $160.0 million in the PIPE Financing.

 

Q:

What equity stake will Switchback’s current shareholders and the holders of the Switchback Founder Shares hold in New Bird following the consummation of the Business Combination?

 

A:

It is anticipated that, upon completion of the Business Combination, the ownership of New Bird will be as follows:

 

   

the Historical Rollover Stockholders will own 201,284,128 shares of New Bird Class A Common Stock, or approximately 68.6% of the outstanding New Bird Class A Common Stock;

 

   

the public shareholders will own 31,625,000 shares of New Bird Class A Common Stock, or approximately 10.8% of the outstanding New Bird Class A Common Stock;

 

   

the New PIPE Investors will own 16,000,000 shares of New Bird Class A Common Stock, or approximately 5.5% of the outstanding New Bird Class A Common Stock;

 

   

the initial shareholders will own 5,929,688 shares of New Bird Class A Common Stock, or approximately 2.0% of the outstanding New Bird Class A Common Stock (which, for the avoidance of doubt, does not include shares of New Bird Class A Common Stock that will be issued to certain initial shareholders in connection with the PIPE Financing, which shares are reflected in the preceding bullet); and

 

   

Mr. VanderZanden will own 38,715,872 shares of New Bird Class X Common Stock, or 100% of the outstanding New Bird Class X Common Stock, such that as of immediately following the completion of the Business Combination, taking into account all of their New Bird Class A Common Stock and New Bird Class X Common Stock, Mr. VanderZanden will have approximately 13.2% of the outstanding capital stock of New Bird on a fully-diluted basis.

The number of shares and the interests set forth above (a) assume that (i) no public shareholders elect to have their public shares redeemed, (ii) there are no other issuances of equity interests of Switchback or Bird and no repurchases of Bird Restricted Stock, (iii) none of Switchback’s initial shareholders or the Historical Rollover Stockholders purchase Class A Ordinary Shares in the open market, and (iv) there are no exercises of Bird Options or Bird Warrants and (b) do not take into account (i) Switchback Warrants that will remain

 

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outstanding following the Business Combination and may be exercised at a later date or (ii) the Earnout Shares. As a result of the Business Combination, the economic and voting interests of Switchback’s shareholders will decrease. If we assume the maximum redemptions scenario described under the section entitled “Unaudited Pro Forma Condensed Combined Financial Information — Basis of Pro Forma Presentation,” i.e., 30,151,268 public shares are redeemed, and the assumptions set forth in the foregoing clauses (a)(ii)–(iv) and (b) remain true, the ownership of New Bird upon the Acquisition Closing will be as follows:

 

   

the Historical Rollover Stockholders will own 201,284,128 shares of New Bird Class A Common Stock, or approximately 76.4% of the outstanding New Bird Class A Common Stock;

 

   

the public shareholders will own 1,473,732 shares of New Bird Class A Common Stock, or approximately 0.5% of the outstanding New Bird Class A Common Stock;

 

   

the New PIPE Investors will own 16,000,000 shares of New Bird Class A Common Stock, or approximately 6.1% of the outstanding New Bird Class A Common Stock;

 

   

the initial shareholders will own 5,929,688 shares of New Bird Class A Common Stock, or approximately 2.3% of the outstanding New Bird Class A Common Stock (which, for the avoidance of doubt, does not include shares of New Bird Class A Common Stock that will be issued to certain initial shareholders in connection with the PIPE Financing, which shares are reflected in the preceding bullet); and

 

   

Mr. VanderZanden will own 38,712,872 shares of New Bird Class X Common Stock, or 100% of the outstanding New Bird Class X Common Stock, such that as of immediately following the completion of the Business Combination, taking into account all of their New Bird Class A Common Stock and New Bird Class X Common Stock, Mr. VanderZanden will have approximately 14.7% of the outstanding capital stock of New Bird on a fully-diluted basis.

The ownership percentages with respect to New Bird set forth above do not take into account Switchback Warrants that will remain outstanding immediately following the Business Combination, but do include the Switchback Founder Shares, which will convert into New Bird Class A Common Stock upon an Initial Business Combination. If the facts are different than these assumptions, the percentage ownership retained by Switchback’s existing shareholders in New Bird following the Business Combination will be different. For example, if we assume that all outstanding 6,325,000 public warrants and 5,550,000 private placement warrants were exercisable and exercised following completion of the Business Combination and further assume that no public shareholders elect to have their public shares redeemed (and each other assumption set forth in the preceding paragraph remains the same), then the ownership of New Bird would be as follows:

 

   

the Historical Rollover Stockholders will own 201,284,128 shares of New Bird Class A Common Stock, or approximately 65.9% of the outstanding New Bird Class A Common Stock;

 

   

the public shareholders will own 37,950,000 shares of New Bird Class A Common Stock, or approximately 12.4% of the outstanding New Bird Class A Common Stock;

 

   

the New PIPE Investors will own 16,000,000 shares of New Bird Class A Common Stock, or approximately 5.2% of the outstanding New Bird Class A Common Stock;

 

   

the initial shareholders will own 11,479,688 shares of New Bird Class A Common Stock, or approximately 3.8% of the outstanding New Bird Class A Common Stock (which, for the avoidance of doubt, does not include shares of New Bird Class A Common Stock that will be issued to certain initial shareholders in connection with the PIPE Financing, which shares are reflected in the preceding bullet); and

 

   

Mr. VanderZanden will own 38,712,872 shares of New Bird Class X Common Stock, or 100% of the outstanding New Bird Class X Common Stock, such that as of immediately following the completion

 

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of the Business Combination, taking into account all of their New Bird Class A Common Stock and New Bird Class X Common Stock, Mr. VanderZanden will collectively have approximately 12.7% of the outstanding capital stock of New Bird on a fully-diluted basis.

The Switchback Warrants will become exercisable on the later of 30 days after the completion of an Initial Business Combination and 12 months from the closing of the Initial Public Offering and will expire five years after the completion of an Initial Business Combination or earlier upon their redemption or liquidation.

Additionally, if we (a) assume that (i) no public shareholders elect to have their public shares redeemed, (ii) there are no other issuances of equity interests of Switchback or Bird and no repurchases of Bird Restricted Stock, (iii) none of Switchback’s initial shareholders or the Historical Rollover Stockholders purchase Class A Ordinary Shares in the open market, (iv) the issuance of all              shares of New Bird Class A Common Stock that will be reserved in respect of New Bird Options issued in exchange for outstanding pre-merger Bird Options and in respect of New Bird Warrants issued in exchange for outstanding pre-merger Bird Warrants and (v) the issuance of all Earnout Shares in the form of New Bird Class A Common Stock and (b) do not take into account Switchback Warrants that will remain outstanding following the Business Combination and may be exercised at a later date, then the ownership of New Bird would be as follows:

 

   

the Historical Rollover Stockholders will own              shares of New Bird Class A Common Stock, or approximately         % of the outstanding New Bird Class A Common Stock;

 

   

the public shareholders will own 31,625,000 shares of New Bird Class A Common Stock, or approximately         % of the outstanding New Bird Class A Common Stock;

 

   

the New PIPE Investors will own 16,000,000 shares of New Bird Class A Common Stock, or approximately         % of the outstanding New Bird Class A Common Stock;

 

   

the initial shareholders will own 7,906,250 shares of New Bird Class A Common Stock, or approximately         % of the outstanding New Bird Class A Common Stock (which, for the avoidance of doubt, does not include shares of New Bird Class A Common Stock that will be issued to certain initial shareholders in connection with the PIPE Financing, which shares are reflected in the preceding bullet); and

 

   

Mr. VanderZanden will own              shares of New Bird Class X Common Stock, or 100% of the outstanding New Bird Class X Common Stock, such that as of immediately following the completion of the Business Combination, taking into account all of their New Bird Class A Common Stock and New Bird Class X Common Stock, Mr. VanderZanden will have approximately         % of the voting power of the capital stock of New Bird on a fully-diluted basis.

Please see the subsection and section entitled “Summary of the Proxy Statement/Prospectus — Ownership of New Bird After the Acquisition Closing” and “Unaudited Pro Forma Condensed Combined Financial Information” for further information.

 

Q:

How will the Domestication Merger affect my Ordinary Shares, Switchback Warrants and Switchback Units?

 

A:

At the Domestication Merger Effective Time, pursuant to the Domestication Merger: (a) each then issued and outstanding share of Bird Holdings Common Stock shall be redeemed for par value; (b) each then issued and outstanding Class A Ordinary Share will be canceled and converted, on a one-for-one basis, into a share of New Bird Class A Common Stock; (c) each then issued and outstanding Class B Ordinary Share will be canceled and converted, on a one-for-one basis, into a share of New Bird Class B Common Stock (with such shares of New Bird Class B Common Stock thereafter converting, on a one-for-one basis, into a share of New Bird Class A Common Stock in connection with the Acquisition Merger as described below); (d) each then issued and outstanding Switchback Warrant will be assumed and converted automatically into

 

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  a New Bird Warrant pursuant to the Warrant Agreement; and (e) each then issued and outstanding Switchback Unit will be canceled and converted into one New Bird Unit, such unit consisting of one share of New Bird Class A Common Stock and one-fifth of one New Bird Warrant. For additional information about the Domestication Merger, please see the section entitled “The Business Combination” in this proxy statement/prospectus.

 

Q:

What are the U.S. federal income tax consequences of the Domestication Merger?

 

A:

As discussed more fully below under the caption “The Business Combination—Material U.S. Federal Income Tax Considerations—U.S. Federal Income Taxation of U.S. Holders,” it is intended that the Domestication Merger qualify as a “reorganization” within the meaning of Section 368(a)(1)(F) of the Code (an “F Reorganization”). Assuming the Domestication Merger so qualifies, Section 367(b) of the Code, which applies to the domestication of a foreign corporation in an F Reorganization and imposes U.S. federal income tax on certain U.S. persons in connection with transactions that otherwise would generally be tax-free, may apply with respect to U.S. Holders (as defined below) on the date of the Domestication Merger. Consequently, for U.S. federal income tax purposes:

 

   

a U.S. Holder who, on the date of the Domestication Merger, beneficially owns (actually or constructively, including as a result of the applicable attribution rules that would take into account such U.S. Holder’s ownership of Switchback Warrants) Class A Ordinary Shares with a fair market value of $50,000 or more and Switchback stock that represents less than 10% of the total combined voting power of all classes of Switchback stock entitled to vote and less than 10% of the total value of all classes of Switchback stock will recognize gain (but not loss) with respect to the Domestication Merger or, in the alternative, may elect to recognize the “all earnings and profits amount” attributable to such U.S. Holder, as discussed more fully below under the caption “The Business Combination—Material U.S. Federal Income Tax Considerations—U.S. Federal Income Taxation of U.S. Holders—Effects of Section 367(b)”; and

 

   

a U.S. Holder who, on the date of the Domestication Merger, beneficially owns (actually or constructively, including as a result of the applicable attribution rules that would take into account such U.S. Holder’s ownership of Switchback Warrants) Class A Ordinary Shares with a fair market value of less than $50,000 generally should not be required to recognize any gain or loss in connection with the Domestication Merger or to include any part of the “all earnings and profits amount” in income.

Further, the Domestication Merger could be a taxable event for U.S. Holders under the “passive foreign investment company” (or “PFIC”) provisions of the Code. Because Switchback is a blank-check company with no current active business, based upon the composition of its income and assets, and upon review of its financial statements, Switchback believes that it may be considered a PFIC for the 2020 taxable year and may be considered a PFIC for its current taxable year (which is expected to end on the date of the Domestication Merger).

If certain proposed U.S. Treasury regulations relating to PFICs were finalized (including retroactively after the date of the Domestication Merger) in their currently proposed form, such U.S. Treasury regulations may require taxable gain recognition by a U.S. Holder with respect to its exchange of Class A Ordinary Shares and Switchback Warrants, as applicable, for New Bird Class A Common Stock and New Bird Warrants in the Domestication Merger if Switchback were classified as a PFIC at any time during such U.S. Holder’s holding period for such Class A Ordinary Shares or Switchback Warrants, as applicable. The tax on any such recognized gain would be imposed based on a complex set of computational rules. Such rules are discussed more fully below under the caption “The Business Combination—Material U.S. Federal Income Tax Considerations—U.S. Federal Income Taxation of U.S. Holders—Passive Foreign Investment Company Rules.” However, a U.S. Holder may be able to avoid the PFIC gain and certain other tax consequences associated with PFIC status with respect to its Class A Ordinary Shares if such U.S. Holder either (i) is eligible to and makes a timely and valid QEF Election (as defined and described below under the

 

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caption “The Business Combination—Material U.S. Federal Income Tax Considerations—U.S. Federal Income Taxation of U.S. Holders—Passive Foreign Investment Company Rules”) in the first taxable year in which such U.S. Holder held (or was deemed to hold) Class A Ordinary Shares and in which Switchback was classified as a PFIC or (ii) makes a Mark-to-Market Election (as defined and described below under the caption “The Business Combination—Material U.S. Federal Income Tax Considerations—U.S. Federal Income Taxation of U.S. Holders—Passive Foreign Investment Company Rules”) with respect to its Class A Ordinary Shares. The application of the PFIC rules to U.S. Holders of Switchback Warrants is unclear, as discussed more fully below under the caption “The Business Combination—Material U.S. Federal Income Tax Considerations—U.S. Federal Income Taxation of U.S. Holders—Passive Foreign Investment Company Rules.”

Switchback does not expect the Domestication Merger to result in any material U.S. federal income tax consequences to Non-U.S. Holders (as defined below). However, Non-U.S. Holders may become subject to U.S. federal income withholding taxes on any dividends paid (or deemed paid) in respect of such Non-U.S. Holder’s shares of New Bird Class A Common Stock after the Domestication Merger.

The rules governing the U.S. federal income tax treatment of the Domestication Merger are complex and will depend on a holder’s particular circumstances. All holders of Switchback Public Securities are urged to consult with, and rely solely upon, their tax advisors regarding the potential tax consequences to them of the Domestication Merger, including the effects of Section 367(b) of the Code, the application of the PFIC rules, and the tax consequences if the Domestication Merger were to fail to qualify as an F Reorganization. For a more complete discussion of the U.S. federal income tax considerations of the Domestication Merger, see the discussion below under the caption “The Business Combination — Material U.S. Federal Income Tax Considerations — U.S. Federal Income Taxation of U.S. Holders.”

 

Q:

Why is Switchback proposing the NYSE Proposal?

 

A:

Switchback is proposing the NYSE Proposal in order to comply with NYSE listing rules, which require shareholder approval of certain transactions that result in the issuance of 20% or more of a company’s outstanding voting power or shares of common stock outstanding before the issuance of stock or securities. In connection with the Acquisition Merger, the Business Combination and the PIPE Financing, New Bird may issue up to an aggregate of 201,284,128 shares of New Bird Class A Common Stock and 38,712,872 shares of New Bird Class X Common Stock to the Historical Rollover Stockholders and the New PIPE Investors. Because Switchback may issue 20% or more of its outstanding voting power and outstanding Ordinary Shares in connection with the Acquisition Merger and the PIPE Financing, Switchback is required to obtain its shareholders’ approval of such issuances pursuant to NYSE listing rules. See the section entitled “Proposal No. 4 — The NYSE Proposal” for additional information.

 

Q:

Did the Switchback Board obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination?

 

A:

No. The Switchback Board did not obtain a third-party valuation or fairness opinion in connection with its determination to approve the Business Combination. Switchback’s officers and directors have substantial experience in evaluating the operating and financial merits of companies from a wide range of industries and concluded that their experience and backgrounds, together with the experience and sector expertise of Switchback’s advisors and consultants, enabled them to make the necessary analyses and determinations regarding the Business Combination. In addition, Switchback’s officers, directors and advisors have substantial experience with mergers and acquisitions. Accordingly, investors will be relying solely on the judgment of the Switchback Board in valuing Bird and assuming the risk that the Switchback Board may not have properly valued the business.

 

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Q:

What happens if I sell my Class A Ordinary Shares before the extraordinary general meeting?

 

A:

The record date for the extraordinary general meeting is earlier than the date that the Business Combination is expected to be completed. If you transfer your Class A Ordinary Shares after the record date, but before the extraordinary general meeting, unless the transferee obtains from you a proxy to vote those shares, you will retain your right to vote at the extraordinary general meeting. However, you will not be able to seek redemption of your Class A Ordinary Shares because you will no longer be able to deliver them for cancellation upon consummation of the Business Combination in accordance with the provisions described in this proxy statement/prospectus. If you transfer your Class A Ordinary Shares prior to the record date, you will have no right to vote those shares at the extraordinary general meeting or seek redemption of those shares.

 

Q:

How has the announcement of the Business Combination affected the trading price of the Switchback Units, Class A Ordinary Shares and public warrants?

 

A:

The closing price of the Switchback Units, Class A Ordinary Shares and public warrants on May 7, 2021, the last trading day prior to the publication of articles speculating about the Business Combination, was $10.22, $9.93 and $1.71, respectively. The closing price of the Switchback Units, Class A Ordinary Shares and public warrants on May 11, 2021, the last trading day before announcement of the execution of the Business Combination Agreement, was $10.21, $9.97 and $1.26, respectively. On                , 2021 the trading date immediately prior to the date of this proxy statement/prospectus, the Switchback Units, Class A Ordinary Shares and public warrants closed at $                , $                and $                , respectively.

 

Q:

Following the Business Combination, will Switchback’s securities continue to trade on a stock exchange?

 

A:

The parties anticipate that, following the Business Combination, the New Bird Class A Common Stock and New Bird Warrants will be listed on the NYSE under the new symbols “                ” and “                 WS,” respectively, and the Switchback Units, Class A Ordinary Shares and Switchback Warrants will cease trading on the NYSE and will be deregistered under the Exchange Act.

 

Q:

What vote is required to approve the Proposals presented at the extraordinary general meeting?

 

A:

The approval of the Acquisition Merger Proposal, the Advisory Organizational Documents Proposals, the NYSE Proposal, the 2021 Plan Proposal, the ESPP Proposal and the Adjournment Proposal are being proposed as an ordinary resolution, being the affirmative vote (in person, online or by proxy) of the holders of a majority of the holders of the Class A Ordinary Shares and Class B Ordinary Shares entitled to vote and actually casting votes thereon at the extraordinary general meeting, voting as a single class. Approval of the Domestication Merger Proposal and the Organizational Documents Proposal requires a special resolution under Cayman Islands law, being the affirmative vote (in person, online or by proxy) of the holders of at least two-thirds of the Class A Ordinary Shares and Class B Ordinary Shares entitled to vote and actually casting votes thereon at the extraordinary general meeting, voting as a single class. Accordingly, a shareholder’s failure to vote in person, online or by proxy at the extraordinary general meeting will have no effect on the outcome of the vote on any of the Proposals. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the extraordinary general meeting.

 

Q:

May the Sponsor, Switchback’s directors, officers, advisors or any of their respective affiliates purchase public shares in connection with the Business Combination?

 

A:

In connection with the shareholder vote to approve the proposed Business Combination, the Sponsor, Switchback’s directors, officers, advisors or any of their respective affiliates may privately negotiate

 

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  transactions to purchase public shares from shareholders who would have otherwise elected to have their shares redeemed in conjunction with the Business Combination for a per share pro rata portion of the Trust Account. There is no limit on the number of public shares the Sponsor and Switchback’s directors, officers, advisors or any of their respective affiliates may purchase in such transactions, subject to compliance with applicable law and the rules of the NYSE. Any such privately negotiated purchases may be effected at purchase prices that are in excess of the per share pro rata portion of the Trust Account. However, the Sponsor and Switchback’s directors, officers, advisors and their respective affiliates have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds in the Trust Account will be used to purchase public shares in such transactions. None of the Sponsor, or Switchback’s directors, officers, advisors or any of their respective affiliates will make any such purchases when they are in possession of any material non-public information not disclosed to the seller of such public shares or during a restricted period under Regulation M under the Exchange Act. Such a purchase could include a contractual acknowledgement that such shareholder, although still the record holder of such public shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights, and could include a contractual provision that directs such shareholder to vote such shares in a manner directed by the purchaser. In the event that the Sponsor or Switchback’s directors, officers, advisors or any of their respective affiliates purchase public shares in privately negotiated transactions from public shareholders who have already elected to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections to redeem their shares. Any such privately negotiated purchases may be effected at purchase prices that are in excess of the per share pro rata portion of the Trust Account. For more information, see the subsection entitled “The Business Combination — Potential Purchases of Public Shares.”

 

Q:

How many votes do I have at the extraordinary general meeting?

 

A:

Switchback’s shareholders are entitled to one vote at the extraordinary general meeting for each Class A Ordinary Share or Class B Ordinary Share held of record as of                    , 2021, the record date for the extraordinary general meeting. As of the close of business on the record date, there were 31,625,000 outstanding Class A Ordinary Shares, which are held by Switchback’s public shareholders, and 7,906,250 outstanding Class B Ordinary Shares, which are held by Switchback’s initial shareholders.

 

Q:

What constitutes a quorum at the extraordinary general meeting?

 

A:

Holders of a majority in voting power of Class A Ordinary Shares and Class B Ordinary Shares issued and outstanding and entitled to vote at the extraordinary general meeting, present in person, online or by proxy, constitute a quorum. In the absence of a quorum, the chairman of the meeting has the power to adjourn the extraordinary general meeting. As of the record date for the extraordinary general meeting, 19,765,626 Class A Ordinary Shares and Class B Ordinary Shares, in the aggregate, would be required to achieve a quorum. Abstentions will count as present for the purposes of establishing a quorum with respect to each Proposal.

 

Q:

How will the Sponsor and Switchback’s directors and officers vote?

 

A:

The Sponsor and Switchback’s directors and officers have agreed to vote any Class A Ordinary Shares and Class B Ordinary Shares owned by them in favor of the Business Combination and the other Proposals. Currently, they own approximately 20.6% of Switchback’s issued and outstanding Class A Ordinary Shares and Class B Ordinary Shares, in the aggregate. Please see the subsection entitled “The Business Combination — Related Agreements — Switchback Founders Shares Letter.”

 

Q:

What interests do the current officers and directors of Switchback have in the Business Combination?

 

A:

When you consider the Switchback Board’s recommendation of the Proposals, you should keep in mind that Switchback’s officers and directors have interests in the Business Combination that are different from, or in

 

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  addition to, those of other shareholders generally. Switchback’s directors were aware of and considered these interests, among other matters, in evaluating the Business Combination, and in recommending to shareholders that they approve the Business Combination. Shareholders should take these interests into account in deciding whether to approve the Business Combination. See the subsection entitled “The Business Combination — Interests of Certain Persons in the Business Combination” for additional information. The Switchback Board was aware of and considered these interests, among other matters, in recommending that Switchback shareholders vote “FOR” each of the Proposals. These interests include, among other things:

 

   

the fact that the Sponsor holds 5,550,000 private placement warrants that would expire worthless if an Initial Business Combination is not consummated;

 

   

the fact that the Sponsor and Switchback’s officers and directors have agreed not to redeem any Class A Ordinary Shares held by them in connection with a shareholder vote to approve the Business Combination;

 

   

the fact that the Sponsor paid an aggregate of $25,000 for the Switchback Founder Shares, including 80,000 Switchback Founder Shares which were subsequently transferred to Switchback’s independent directors, and that such securities will have a significantly higher value at the time of the Business Combination, which if unrestricted and freely tradable would be valued at approximately $             , based on the closing price of the Class A Ordinary Shares of $             per share on                     , 2021 (not taking into account the Switchback Founder Earn Back Shares);

 

 

if the Trust Account is liquidated, including in the event Switchback is unable to complete an Initial Business Combination within the required time period, the Sponsor has agreed to indemnify Switchback to ensure that the proceeds in the Trust Account are not reduced below $10.00 per public share, or such lesser amount per public share as is in the Trust Account on the liquidation date, by the claims of (a) any third party (other than Switchback’s independent registered public accounting firm) for services rendered or products sold to Switchback or (b) a prospective target business with which Switchback has entered into a letter of intent, confidentiality or other similar agreement or business combination agreement, but only if such a third party or target business has not executed a waiver of all rights to seek access to the Trust Account;

 

   

the fact that Switchback’s independent directors own an aggregate of 80,000 Switchback Founder Shares that were transferred from the Sponsor, which if unrestricted and freely tradeable would be valued at approximately $                , based on the closing price of the Class A Ordinary Shares of $                 per share on                 , 2021;

 

   

the fact that the Sponsor and Switchback’s officers and directors will be reimbursed for out-of-pocket expenses incurred in connection with activities on Switchback’s behalf, such as identifying potential target businesses and performing due diligence on suitable business combinations;

 

   

the fact that the Sponsor and Switchback’s officers and directors will lose their entire investment in us if an Initial Business Combination is not completed;

 

   

the fact that Philip Deutch’s owns an interest in Craft Ventures I, L.P., which currently holds more than 5% of Bird’s capital stock; and

 

   

the fact that Jim Mutrie will be appointed to the New Bird Board following the Acquisition Closing.

 

Q:

What happens if I vote against the Business Combination Proposals?

 

A:

Under the Existing Organizational Documents, if the Business Combination Proposal is not approved and Switchback does not otherwise consummate an alternative Initial Business Combination within 24 months from the closing of the Initial Public Offering (the “Combination Period”), Switchback will be required to dissolve and liquidate the Trust Account by returning the then-remaining funds in such account to Switchback’s public shareholders.

 

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Q:

Do I have redemption rights?

 

A:

Pursuant to the Existing Organizational Documents, a public shareholder may request that Switchback redeem all or a portion of its public shares for cash if the Business Combination is consummated. As a holder of public shares, you will be entitled to receive cash for any public shares to be redeemed only if you:

 

  (a)

hold public shares or, if you hold public shares through Switchback Units, you elect to separate your Switchback Units into the underlying public shares and public warrants prior to exercising your redemption rights with respect to the public shares;

 

  (b)

submit a written request to Continental Stock Transfer & Trust Company, Switchback’s transfer agent, in which you (i) request that New Bird redeem all or a portion of your public shares for cash, and (ii) identify yourself as the beneficial holder of the public shares and provide your legal name, phone number and address; and

 

  (c)

deliver your public shares to Continental Stock Transfer & Trust Company, Switchback’s transfer agent, physically or electronically through The Depository Trust Company (“DTC”).

Holders must complete the procedures for electing to redeem their public shares in the manner described above prior to 5:00 p.m., Eastern time, on                      , 2021 (two business days before the extraordinary general meeting) in order for their shares to be redeemed.

Holders of Switchback Units must elect to separate the Switchback Units into the underlying Class A Ordinary Shares and public warrants prior to exercising redemption rights with respect to the public shares. If public shareholders hold their Switchback Units in an account at a brokerage firm or bank, such public shareholders must notify their broker or bank that they elect to separate the Switchback Units into the underlying public shares and public warrants, or if a holder holds Switchback Units registered in its own name, the holder must contact Continental Stock Transfer & Trust Company, Switchback’s transfer agent, directly and instruct it to do so. The redemption rights include the requirement that a holder must identify itself to Switchback in order to validly redeem its shares. Public shareholders (other than the initial shareholders) may elect to exercise their redemption rights with respect to their public shares even if they vote “FOR” the Business Combination Proposals. If the Business Combination is not consummated, the public shares will be returned to the respective holder, broker or bank. If the Business Combination is consummated, and if a public shareholder properly exercises its redemption right with respect to all or a portion of the public shares that it holds and timely delivers its shares to Continental Stock Transfer & Trust Company, New Bird will redeem the related shares of New Bird Class A Common Stock for a per-share price, payable in cash, equal to the pro rata portion of the Trust Account, calculated as of two business days prior to the consummation of the Business Combination. For illustrative purposes, as of March 31, 2021, this would have amounted to approximately $10.00 per issued and outstanding public share. If a public shareholder exercises its redemption rights in full, then it will not own public shares or shares of New Bird Class A Common Stock following the redemption. The redemption will take place following the Domestication Merger and, accordingly, it is shares of New Bird Class A Common Stock that will be redeemed immediately after consummation of the Business Combination. See the subsection entitled “Extraordinary General Meeting — Redemption Rights” for the procedures to be followed if you wish to exercise your redemption rights with respect to your public shares.

 

Q:

Will how I vote affect my ability to exercise redemption rights?

 

A:

No. You may exercise your redemption rights whether you vote your Class A Ordinary Shares for or against or abstain from voting on the Business Combination Proposals or any other Proposal described in this proxy statement/prospectus. As a result, the Business Combination can be approved by shareholders who will redeem their shares and no longer remain shareholders.

 

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Q:

How do I exercise my redemption rights?

 

A:

In order to exercise your redemption rights, you must (a) if you hold your Class A Ordinary Shares through Switchback Units, elect to separate your Switchback Units into the underlying public shares and public warrants prior to exercising your redemption rights with respect to the public shares and (b) prior to 5:00 p.m., Eastern time, on                , 2021 (two business days before the extraordinary general meeting), tender your shares physically or electronically and submit a request in writing that Switchback redeem your public shares for cash to Continental Stock Transfer & Trust Company, Switchback’s transfer agent, at the following address:

Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, New York 10004-1561

Attention: Mark Zimkind

Email: mzimkind@continentalstock.com

Notwithstanding the foregoing, a public shareholder, together with any of his, her or its affiliates or any other person with whom it is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from seeking redemption rights with respect to his, her or its shares or, if part of such a group, the group’s shares, in excess of the 20% threshold. Accordingly, all public shares in excess of the 20% threshold beneficially owned by a public shareholder or group will not be redeemed for cash. In order to determine whether a shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act) with any other shareholder, Switchback will require each public shareholder seeking to exercise redemption rights to certify to Switchback whether such shareholder is acting in concert or as a group with any other shareholder. Shareholders seeking to exercise their redemption rights and opting to deliver physical certificates should allot sufficient time to obtain physical certificates from the transfer agent and time to effect delivery. It is our understanding that shareholders should generally allot at least two weeks to obtain physical certificates from the transfer agent. However, Switchback does not have any control over this process and it may take longer than two weeks. Shareholders who hold their shares in street name will have to coordinate with their bank, broker or other nominee to have the shares certificated or delivered electronically.

Holders of outstanding Switchback Units must separate the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. If you hold Switchback Units registered in your own name, you must deliver the certificate for such units or deliver such units electronically to Continental Stock Transfer & Trust Company with written instructions to separate such units into public shares and public warrants. This must be completed far enough in advance to permit the mailing of the public share certificates or electronic delivery of the public shares back to you so that you may then exercise your redemption rights with respect to the public shares following the separation of such public shares from the units.

If a broker, dealer, commercial bank, trust company or other nominee holds your Switchback Units, you must instruct such nominee to separate your Switchback Units. Your nominee must send written instructions by facsimile to Continental Stock Transfer & Trust Company. Such written instructions must include the number of Switchback Units to be split and the nominee holding such Switchback Units. Your nominee must also initiate electronically, using DTC’s DWAC (deposit withdrawal at custodian) system, a withdrawal of the relevant Switchback Units and a deposit of the corresponding number of public shares and public warrants. This must be completed far enough in advance to permit your nominee to exercise your redemption rights with respect to the public shares following the separation of such public shares from the Switchback Units. While this is typically done electronically on the same business day, you should allow at least one full business day to accomplish the separation. If you fail to cause your public shares to be separated in a timely manner, you will likely not be able to exercise your redemption rights.

Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with Switchback’s consent, until the vote is taken with respect to the

 

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Business Combination. If you delivered your shares for redemption to the transfer agent and decide within the required timeframe not to exercise your redemption rights, you may request that the transfer agent return the shares (physically or electronically). You may make such request by contacting Switchback’s transfer agent at the email address or address listed under the question “Who can help answer my questions?” below.

 

Q:

What are the U.S. federal income tax consequences of exercising my redemption rights?

 

A:

The receipt of cash by a Holder (as defined below) of New Bird Class A Common Stock in redemption of such stock will be a taxable event for U.S. federal income tax purposes in the case of a U.S. Holder (as defined below) and could be a taxable event for U.S. federal income tax purposes in the case of a Non-U.S. Holder (as defined below). Please see the discussion below under the caption “The Business Combination — Material U.S. Federal Income Tax Considerations — U.S. Federal Income Taxation of U.S. Holders — Redemption of New Bird Class A Common Stock” or “The Business Combination — Material U.S. Federal Income Tax Considerations — U.S. Federal Income Taxation of Non-U.S. Holders — Redemption of New Bird Class A Common Stock,” as applicable, for additional information. All Holders considering the exercise of their redemption rights should consult with, and rely solely upon, their own tax advisors with respect to the U.S. federal income tax consequences of exercising such redemption rights.

Because the Domestication Merger will occur prior to the redemption of stock from U.S. Holders that exercise their redemption rights, such U.S. Holders will be subject to the potential tax consequences of the Domestication Merger, including the effects of Section 367(b) of the Code and the application of the PFIC rules to the Domestication Merger. The tax considerations for U.S. Holders with respect to the Domestication Merger are discussed more fully below under the caption “The Business Combination—Material U.S. Federal Income Tax Considerations—U.S. Federal Income Taxation of U.S. Holders.”

All Holders of Switchback Public Securities (as defined below) considering exercising their redemption rights are urged to consult with, and rely solely upon, their tax advisors with respect to the potential tax consequences to them of the Domestication Merger and the exercise of their redemption rights.

 

Q:

If I am a warrant holder, can I exercise redemption rights with respect to my warrants?

 

A:

No. The holders of Switchback Warrants have no redemption rights with respect to such warrants.

 

Q:

Do I have appraisal rights if I object to the proposed Business Combination?

 

A:

No. There are no appraisal rights available to holders of Class A Ordinary Shares, Class B Ordinary Shares or Switchback Warrants in connection with the Business Combination under Cayman Islands law or the DGCL.

 

Q:

What happens to the funds deposited in the Trust Account after consummation of the Business Combination?

 

A:

If the Business Combination Proposals are approved, Switchback intends to use a portion of the funds held in the Trust Account to pay (a) any transaction costs associated with the Business Combination Agreement and Business Combination, (b) taxes and deferred underwriting discounts and commissions from the IPO and (c) for any redemptions of public shares. The remaining balance in the Trust Account, together with PIPE Funds, will be used for general corporate purposes of New Bird. See the section entitled “The Business Combination” for additional information.

 

Q:

What happens if the Business Combination is not consummated or is terminated?

 

A:

There are certain circumstances under which the Business Combination Agreement may be terminated. See the subsection entitled “The Business Combination — Termination” for additional information regarding

 

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  the parties’ specific termination rights. In accordance with the Existing Organizational Documents, if an Initial Business Combination is not consummated within the Combination Period, Switchback will (a) cease all operations except for the purpose of winding up, (b) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to us to pay Switchback’s taxes (less up to $100,000 of interest to pay dissolution expenses and net of taxes payable), divided by the number of then-outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), and (c) as promptly as reasonably possible following such redemption, subject to the approval of Switchback’s remaining shareholders and the Switchback Board, liquidate and dissolve, subject in each case of (b) and (c) above to Switchback’s obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law.

It is expected that the amount of any distribution Switchback’s public shareholders will be entitled to receive upon its dissolution will be approximately the same as the amount they would have received if they had redeemed their shares in connection with the Business Combination, subject in each case to Switchback’s obligations under the Cayman Islands law to provide for claims of creditors and other requirements of applicable law. Holders of the Switchback Founder Shares have waived any right to any liquidating distributions with respect to those shares.

In the event of liquidation, there will be no distribution with respect to the outstanding Switchback Warrants. Accordingly, the Switchback Warrants will expire worthless.

 

Q:

When is the Business Combination expected to be consummated?

 

A:

It is currently anticipated that the Business Combination will be consummated promptly following the extraordinary general meeting to be held on                , 2021, provided that all the requisite shareholder approvals are obtained and other conditions to the consummation of the Business Combination have been satisfied or waived. For a description of the conditions for the completion of the Business Combination, see the subsection entitled “The Business Combination — Conditions to Consummation of the Business Combination Agreement.”

 

Q:

What do I need to do now?

 

A:

You are urged to read carefully and consider the information included in this proxy statement/prospectus, including the section entitled “Risk Factors” and the annexes attached to this proxy statement/prospectus, and to consider how the Business Combination will affect you as a shareholder. You should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card or, if you hold your shares through a brokerage firm, bank or other nominee, on the voting instruction form provided by the broker, bank or nominee.

 

Q:

How do I vote?

 

A:

If you were a holder of record of Class A Ordinary Shares or Class B Ordinary Shares on                , 2021, the record date for the extraordinary general meeting, you may vote with respect to the Proposals online at the virtual extraordinary general meeting or by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or other nominee, you should follow the instructions provided by your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the record holder of your shares with instructions on how to vote your shares or, if you wish to virtually attend the extraordinary general meeting and vote online, obtain a proxy from your broker, bank or nominee.

 

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Q:

What will happen if I abstain from voting or fail to vote at the extraordinary general meeting?

 

A:

At the extraordinary general meeting, a properly executed proxy marked “ABSTAIN” with respect to a particular proposal will count as present for purposes of determining whether a quorum is present. For purposes of approval, failure to vote or an abstention will have no effect on the Proposals.

 

Q:

What will happen if I sign and submit my proxy card without indicating how I wish to vote?

 

A:

Signed and dated proxies received by Switchback without an indication of how the shareholder intends to vote on a proposal will be voted “FOR” each Proposal being submitted to a vote of the shareholders at the extraordinary general meeting.

 

Q:

If I am not going to attend the virtual extraordinary general meeting online, should I submit my proxy card instead?

 

A:

Yes. Whether you plan to attend the extraordinary general meeting or not, please read this proxy statement/prospectus carefully, and vote your shares by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.

 

Q:

If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

 

A:

No. Under the rules of various national and regional securities exchanges, your broker, bank or nominee cannot vote your shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank or nominee. Switchback believes the Proposals presented to Switchback’s shareholders will be considered non-discretionary and therefore your broker, bank or nominee cannot vote your shares without your instruction. Your bank, broker or other nominee can vote your shares only if you provide instructions on how to vote. You should instruct your broker to vote your shares in accordance with directions you provide.

 

Q:

May I change my vote after I have submitted my executed proxy card?

 

A:

Yes. You may change your vote by sending a later-dated, signed proxy card to us at the address listed below so that it is received by us prior to the extraordinary general meeting or by attending the extraordinary general meeting online and voting there. You also may revoke your proxy by sending a notice of revocation to Switchback, which must be received prior to the extraordinary general meeting.

 

Q:

What should I do if I receive more than one set of voting materials?

 

A:

You may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction forms. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction form for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction form that you receive in order to cast your vote with respect to all of your shares.

 

Q:

Who can help answer my questions?

 

A:

If you have questions about the Proposals or if you need additional copies of the proxy statement/prospectus or the enclosed proxy card you should contact Switchback’s proxy solicitor at:

To obtain timely delivery, Switchback’s shareholders must request the materials no later than five business days prior to the extraordinary general meeting.

 

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You may also obtain additional information about Switchback from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find Additional Information.”

If you intend to seek redemption of your public shares, you will need to send a letter demanding redemption and deliver your shares (either physically or electronically) to Switchback’s transfer agent at least two business days prior to the extraordinary general meeting in accordance with the procedures detailed under the question “How do I exercise my redemption rights?” If you have questions regarding the certification of your position or delivery of your shares, please contact:

Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, New York 10004-1561

Attention: Mark Zimkind

Email: mzimkind@continentalstock.com

 

Q:

Who will solicit and pay the cost of soliciting proxies?

 

A:

The Switchback Board is soliciting your proxy to vote your Class A Ordinary Shares and Class B Ordinary Shares on all matters scheduled to come before the extraordinary general meeting. Switchback will pay the cost of soliciting proxies for the extraordinary general meeting. Switchback has engaged to assist in the solicitation of proxies for the extraordinary general meeting. Switchback has agreed to pay                  a fee of $                , plus disbursements. Switchback will reimburse                  for reasonable out-of-pocket expenses and will indemnify                  and its affiliates against certain claims, liabilities, losses, damages and expenses. Switchback will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of Class A Ordinary Shares and Class B Ordinary Shares for their expenses in forwarding soliciting materials to beneficial owners of Class A Ordinary Shares and Class B Ordinary Shares and in obtaining voting instructions from those owners. Switchback’s directors and officers may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

 

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SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

This summary highlights selected information from this proxy statement/prospectus and does not include all of the information that is important to you. To better understand the Business Combination and the Proposals to be considered at the extraordinary general meeting, you should read this entire proxy statement/prospectus carefully, including the annexes. See also the section entitled “Where You Can Find Additional Information.”

Parties to the Business Combination

Switchback II Corporation

Switchback is a Cayman Islands exempted company formed on October 7, 2020 for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving Switchback and one or more businesses.

The Class A Ordinary Shares, public warrants and Switchback Units, consisting of one Class A Ordinary Share and one-fifth of one warrant, are traded on the NYSE under the ticker symbols “SWBK,” “SWBK WS” and “SWBK.U,” respectively. The parties anticipate that, following the Business Combination, the New Bird Class A Common Stock and New Bird Warrants will be listed on the NYSE under the symbols “        ” and “         WS” respectively, and Switchback Units, Class A Ordinary Shares and Switchback Warrants will cease trading on the NYSE and will be deregistered under the Exchange Act, upon the Domestication Closing.

The mailing address of Switchback’s principal executive office is 5949 Sherry Lane, Suite 1010, Dallas, Texas 75225, and the telephone number is (972) 514-9535.

For more information about Switchback, see the sections entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Switchback,” “Information About Switchback” and the financial statements of Switchback included herein.

Bird Rides, Inc.

Bird is an electric vehicle transportation company dedicated to bringing affordable, environmentally friendly transportation solutions to communities across the world. Today, it provides a fleet of shared electric scooters to riders in over 200 cities and makes its products available for purchase at its website and via leading retailers and distribution partners. Bird partners closely with the cities in which it operates so that Bird is a reliable and affordable transportation option for people who live and work there. Founded in 2017 by transportation pioneer Travis VanderZanden, Bird is headquartered in Santa Monica, California, and is rapidly expanding.

The mailing address of Bird’s principal executive office is 406 Broadway Avenue, Suite 369, Santa Monica, California 90401, and the telephone number is (866) 205-2442.

For more information about Bird, see the sections entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Bird,” “Information About Bird” and the financial statements of Bird included herein.

Maverick Merger Sub Inc.

Merger Sub is a wholly owned subsidiary of Switchback formed solely for the purpose of effectuating the Acquisition Merger. Merger Sub was incorporated under the laws of the State of Delaware on May 5, 2021. Merger Sub owns no material assets and does not operate any business.



 

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The mailing address of Merger Sub’s principal executive office is 5949 Sherry Lane, Suite 1010, Dallas, Texas 75225, and the telephone number is (972) 514-9535.

Bird Global, Inc.

Bird Holdings is a wholly owned subsidiary of Bird formed solely for the purpose of effectuating the Domestication Merger and to serve as the publicly traded parent company of Bird following the Acquisition Closing. Bird Holdings was incorporated under the laws of the State of Delaware on May 4, 2021. Bird Holdings owns no material assets and does not operate any business.

The mailing address of Bird Holdings’ principal executive office is 406 Broadway, Suite 369, Santa Monica, California 90401, and the telephone number is (866) 205-2442.

The Business Combination

On May 11, 2021, Switchback entered into the Business Combination Agreement with Merger Sub, Bird Holdings and Bird. Pursuant to the Business Combination Agreement, and subject to the terms and conditions contained therein, the Business Combination will be effected in two steps: (a) on the Domestication Closing Date, Switchback will reincorporate to the State of Delaware by merging with and into Bird Holdings, with Bird Holdings surviving the Domestication Merger, as a publicly traded entity and becoming the sole owner of Merger Sub and (b) on the Acquisition Closing Date, Merger Sub will merge with and into Bird, with Bird surviving the Acquisition Merger as a wholly owned subsidiary of New Bird.

The Domestication Merger

At the Domestication Merger Effective Time, by virtue of the Domestication Merger and without any action on the part of Switchback, Merger Sub, Bird, Bird Holdings or the holders of any of Switchback’s securities:

 

   

each then issued and outstanding share of Bird Holdings Common Stock shall be redeemed for par value;

 

   

each then issued and outstanding Class A Ordinary Share will be canceled and converted, on a one-for-one basis, into a share of New Bird Class A Common Stock;

 

   

each then issued and outstanding Class B Ordinary Share will be canceled and converted, on a one-for-one basis, into a share of New Bird Class B Common Stock;

 

   

each then issued and outstanding Switchback Warrant will be assumed and converted automatically into a New Bird Warrant pursuant to the Warrant Agreement; and

 

   

each then issued and outstanding Switchback Unit will be canceled and converted into a New Bird Unit, each consisting of one share of New Bird Class A Common Stock and one-fifth of one New Bird Warrant.

The Acquisition Merger

On the Acquisition Closing Date and immediately prior to the Acquisition Merger Effective Time, each then issued and outstanding share of Bird Preferred Stock and Bird Founders Preferred Stock will convert automatically into a number of shares of Bird Common Stock at the then-effective conversion rate in accordance with the terms of the Bird Charter.



 

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At the Acquisition Merger Effective Time, by virtue of the Acquisition Merger and without any action on the part of New Bird, Merger Sub, Bird or the holders of the following securities:

 

   

each then issued and outstanding share of Bird Common Stock (including shares of Bird Common Stock resulting from the Conversion, but excluding shares of Bird Restricted Stock) will be cancelled and converted into (a) the right to receive (i) with respect to Bird Founder, the number of shares of Class X Common Stock equal to the Exchange Ratio and (ii) with respect to all other Eligible Bird Equityholders, the number of shares of Class A Common Stock equal to the Exchange Ratio, and (b) the contingent right to receive Earnout Shares as additional consideration;

 

   

all shares of Bird Common Stock held in the treasury of Bird will be cancelled without any conversion thereof and no payment or distribution will be made with respect thereto;

 

   

each then issued and outstanding share of Merger Sub Common Stock will be converted into and exchanged for one validly issued, fully paid and nonassessable share of common stock, par value $0.000001 per share, of the surviving entity of the Acquisition Merger;

 

   

each then-outstanding and unexercised Bird Series C-1 Warrant will automatically be assumed and converted into a warrant to purchase a number of shares of New Bird Class A Common Stock (each, an “Assumed Warrant”) equal to the product of (x) the number of shares of Bird Common Stock subject to such Bird Series C-1 Warrant (assuming the shares of Bird Series C-1 Prime Preferred Stock subject to such Bird Series C-1 Warrant convert into shares of Bird Common Stock pursuant to the Conversion) immediately prior to the Acquisition Merger Effective Time and (y) the Exchange Ratio, at an exercise price per share equal to (i) the exercise price per share of such Bird Series C-1 Warrant (assuming the shares of Bird Series C-1 Prime Preferred Stock subject to such Bird Series C-1 Warrant convert into shares of Bird Common Stock pursuant to the Conversion) divided by (ii) the Exchange Ratio;

 

   

each then-outstanding and unexercised Bird Option, whether or not vested, will be assumed and converted into (a) a New Bird Option to purchase a number of shares of New Bird Class A Common Stock equal to the product of (x) the number of shares of Bird Common Stock subject to such Bird Option immediately prior to the Acquisition Merger Effective Time and (y) the Exchange Ratio, at an exercise price per share equal to (i) the exercise price per share of such Bird Option immediately prior to the Acquisition Merger Effective Time divided by (ii) the Exchange Ratio (which option will remain subject to the same vesting terms as such Bird Option) and (b) the contingent right to receive Earnout Shares as additional consideration;

 

   

each then-outstanding award of Bird Restricted Stock will be assumed and converted into (a) (i) with respect to the Bird Founder an award covering a number of restricted shares of New Bird Class X Common Stock and (ii) with respect to any other person who holds Bird Restricted Stock, an award covering a number of restricted shares of New Bird Class A Common Stock, in each case, (rounded down to the nearest whole number) equal to the product of (x) the number of shares of Bird Restricted Stock subject to such award immediately prior to the Acquisition Merger Effective Time and (y) the Exchange Ratio (which award will remain subject to the same vesting and repurchase terms as such Bird Restricted Stock) and (b) the contingent right to receive Earnout Shares as additional consideration; and

 

   

each then-outstanding Bird RSU Award will be assumed and converted into (a) a New Bird RSU Award covering a number of restricted shares of New Bird Class A Common Stock (rounded down to the nearest whole number) equal to the product of (x) the number of shares of Bird Common Stock subject to such award and (y) the Exchange Ratio (which award will remain subject to the same vesting and repurchase terms as such Bird RSU Award) and (b) the contingent right to receive Earnout Shares as additional consideration.



 

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At the Acquisition Merger Effective Time and in connection with the Acquisition Merger, pursuant to the terms of the Proposed Certificate of Incorporation, each then-outstanding share of New Bird Class B Common Stock will be converted, on a one-for-one basis, into a share of New Bird Class A Common Stock, subject to subsequent application of the Switchback Founders Share Letter, and will no longer be outstanding and will cease to exist.

For more information about the Business Combination Agreement and the Business Combination and other transactions contemplated thereby, see the section entitled “The Business Combination.”

Earnout

During the Earnout Period, New Bird may issue up to an aggregate of 30,000,000 additional shares of New Bird Class X Common Stock to Bird Founder or shares of New Bird Class A Common Stock to all other Eligible Bird Equityholders, as the case may be, in three equal tranches upon the occurrence of each Earnout Triggering Event. Earnout Shares issuable with respect to Bird Options, Bird Restricted Stock and Bird RSU Awards will be issued in the form of restricted New Bird Common Stock. Please see the subsection entitled “The Business Combination Earnout” for additional information.

Conditions to the Acquisition Closing

The obligations of Bird, Switchback, Merger Sub and Bird Holdings to consummate the Business Combination are subject to the satisfaction or waiver (where permissible) at or prior to the Acquisition Merger Effective Time of the following conditions:

 

   

the written consent of the requisite stockholders of Bird (the “Written Consent Parties”) in favor of the approval and adoption of the Business Combination Agreement, the Business Combination and all other transactions contemplated by the Business Combination Agreement (the “Written Consent”) having been delivered to Switchback;

 

   

the Condition Precedent Proposals having each been approved and adopted by the requisite affirmative vote of Switchback shareholders at the extraordinary general meeting in accordance with this proxy statement/prospectus, the DGCL, Cayman Islands law, Switchback’s Existing Organizational Documents and the rules and regulations of the NYSE;

 

   

no governmental authority having enacted, issued, enforced or entered any law, rule, regulation, judgment, decree, executive order or award which is then in effect and has the effect of making the transactions contemplated by the Business Combination Agreement illegal or otherwise prohibiting the consummation of the Business Combination and such transactions;

 

   

all required filings under the HSR Act having been completed and any applicable waiting period (and any extension thereof) applicable to the consummation of the Business Combination under the HSR Act having expired or been terminated;

 

   

the Registration Statement on Form S-4 of which this proxy statement/prospectus forms a part having been declared effective and no stop order suspending the effectiveness of the Registration Statement being in effect, and no proceedings for purposes of suspending the effectiveness of the Registration Statement having been initiated or threatened by the SEC;

 

   

the shares of New Bird Common Stock to be issued pursuant to the Business Combination Agreement (including the Earnout Shares) and the PIPE Financing and the Assumed Switchback Warrants (and the New Bird Class A Common Stock issuable upon exercise thereof) having been approved for listing on the NYSE, or another national securities exchange mutually agreed to by the parties, as of the Acquisition Closing Date, subject only to official notice of issuance thereof;



 

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Switchback having at least $5,000,001 of net tangible assets after giving effect to the redemption of public shares by Switchback’s public shareholders, in accordance with the Existing Organizational Documents and after giving effect to the PIPE Financing unless the Class A Ordinary Shares otherwise do not constitute “penny stock” as such term is defined in Rule 3a51-1 of the Exchange Act; and

 

   

the Domestication Closing having been completed.

The obligations of Switchback and Merger Sub to consummate the Business Combination are subject to the satisfaction or waiver (where permissible) at or prior to the Acquisition Merger Effective Time of the following additional conditions:

 

   

the accuracy of the representations and warranties of Bird and Bird Holdings as determined in accordance with the Business Combination Agreement;

 

   

Bird and Bird Holdings having performed or complied in all material respects with all agreements and covenants required by the Business Combination Agreement to be performed or complied with by them on or prior to the Acquisition Merger Effective Time; and

 

   

Bird having delivered to Switchback a customary officer’s certificate, dated as of the Acquisition Closing Date, certifying as to the satisfaction of certain conditions specified in the Business Combination Agreement.

The obligations of Bird and Bird Holdings to consummate the Business Combination are subject to the satisfaction or waiver (where permissible) at or prior to Acquisition Merger Effective Time of the following additional conditions:

 

   

the accuracy of the representations and warranties of Switchback and Merger Sub as determined in accordance with the Business Combination Agreement;

 

   

each of Switchback and Merger Sub having performed or complied in all material respects with all other agreements and covenants required by the Business Combination Agreement to be performed or complied with by them on or prior to the Acquisition Merger Effective Time;

 

   

Switchback having delivered to Bird a certificate, dated the date of the Acquisition Closing Date, signed by the Chief Executive Officer of Switchback, certifying as to the satisfaction of certain conditions specified in the Business Combination Agreement;

 

   

Switchback having made all necessary and appropriate arrangements with Continental Stock Transfer & Trust Company, acting as trustee, to have all of the funds in the Trust Account disbursed to Switchback prior to the Acquisition Merger Effective Time, and all such funds released from the Trust Account being available to Switchback in respect of all or a portion of the payment obligations set forth in the Business Combination Agreement and the payment of Switchback’s fees and expenses incurred in connection with the Business Combination Agreement and the Business Combination;

 

   

Switchback having provided the holders of New Bird Class A Common Stock with the opportunity to redeem their shares thereof in connection with the Business Combination; and

 

   

as of the Acquisition Closing, after consummation of the PIPE Financing and after distribution of the funds in the Trust Account and deducting all amounts to be paid pursuant to the exercise of redemption rights of public shareholders, Switchback having cash on hand equal to or in excess of $160,000,000 (without, for the avoidance of doubt, taking into account any transaction fees, costs and expenses paid or required to be paid in connection with the Business Combination and PIPE Financing).

Regulatory Matters

Under the HSR Act and rules that have been promulgated thereunder by the Federal Trade Commission (the “FTC”), certain transactions may not be consummated unless information has been furnished to the Antitrust



 

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Division of the Department of Justice (the “Antitrust Division”) and the FTC and certain waiting period requirements have been satisfied. The Business Combination is subject to these requirements and may not be completed until the expiration or early termination of the waiting period following the parties’ submission of Notification and Report Forms with the Antitrust Division and the FTC. On                 , 2021, the parties filed the required forms under the HSR Act with respect to the Business Combination with the Antitrust Division and the FTC and requested early termination. The waiting period is set to expire on             , 2021 at 11:59 p.m. Eastern time.

At any time before or after consummation of the Business Combination, notwithstanding expiration or termination of the waiting period under the HSR Act, the Antitrust Division or the FTC, or any state or foreign governmental authority could take such action under applicable antitrust laws as such authority deems necessary or desirable in the public interest, including seeking to enjoin the consummation of the Business Combination, conditionally approving the Business Combination upon divestiture of assets, subjecting the completion of the Business Combination to regulatory conditions or seeking other remedies. Private parties may also seek to take legal action under the antitrust laws under certain circumstances. Switchback cannot assure you that the Antitrust Division, the FTC, any state attorney general or any other governmental authority will not attempt to challenge the Business Combination on antitrust grounds, and, if such a challenge is made, Switchback cannot assure you as to its result.

Neither Switchback nor Bird is aware of any material regulatory approvals or actions that are required for completion of the Business Combination other than as required under the HSR Act. It is presently contemplated that if any additional regulatory approvals or actions are required, those approvals or actions will be sought. There can be no assurance, however, that any such additional approvals or actions will be obtained.

Related Agreements

Stockholder Support Agreement

Bird has delivered to Switchback a Stockholder Support Agreement (the “Support Agreement”), pursuant to which, among other things, the Written Consent Parties, whose ownership interests collectively represent the outstanding Bird Common Stock and Bird Preferred Stock (voting on an as-converted basis) sufficient to approve the Business Combination on behalf of Bird, will agree to support the approval and adoption of the transactions contemplated by the Business Combination Agreement, including agreeing to execute and deliver the Written Consent within 48 hours of the Registration Statement becoming effective. The Support Agreement will terminate upon the earlier to occur of: (a) the Acquisition Merger Effective Time, (b) the date of the termination of the Business Combination Agreement in accordance with its terms and (c) the effective date of a written agreement of Switchback, Bird and the Written Consent Parties terminating the Support Agreement.

A&R Registration Rights Agreement

In connection with the Acquisition Closing, that certain Registration Rights Agreement, dated January 7, 2021, among Switchback and certain persons and entities holding securities of Switchback (the “IPO Registration Rights Agreement”), will be amended and restated, and New Bird, the Sponsor, certain persons and entities holding securities of New Bird prior to the Acquisition Closing (together with the Sponsor, the “Initial Holders”) and certain persons and entities receiving New Bird Class A Common Stock or instruments exercisable for New Bird Class A Common Stock in connection with the Business Combination (the “New Holders” and, together with the Initial Holders, the “Registration Rights Holders”) will enter into an amended and restated registration rights agreement substantially in the form attached to the Business Combination Agreement as Exhibit C (the “A&R Registration Rights Agreement”). Pursuant to the A&R Registration Rights Agreement, New Bird will agree that, within 20 business days after the consummation of the Business Combination, New Bird will file with



 

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the SEC (at New Bird’s sole cost and expense) a registration statement registering the resale of certain securities held by or issuable to the Registration Rights Holders (the “Resale Registration Statement”), and New Bird will use its commercially reasonable efforts to have the Resale Registration Statement declared effective as soon as reasonably practicable after the filing thereof. In certain circumstances, the Initial Holders can demand up to three underwritten offerings and certain of the New Holders can demand up to three underwritten offerings, and all of the Registration Rights Holders can demand up to four block trades within any 12-month period and will be entitled to customary piggyback registration rights. The A&R Registration Rights Agreement does not provide for the payment of any cash penalties by New Bird if it fails to satisfy any of its obligations under the A&R Registration Rights Agreement.

Switchback Founders Shares Letter

In connection with the execution of the Business Combination Agreement, the initial shareholders entered into a letter agreement (the “Switchback Founders Shares Letter”) with Switchback and Bird pursuant to which, among other things, the initial shareholders agreed to (a) effective upon the Acquisition Closing, waive the anti-dilution rights set forth in Article 17.3 of the Existing Organizational Documents, (b) comply with the non-solicitation provisions in the Business Combination Agreement and (c) vote all Class B Ordinary Shares held by them in favor of the adoption and approval of the Business Combination Agreement and the Business Combination.

Amendment to the IPO Letter Agreement

In connection with the execution of the Business Combination Agreement, the Sponsor and certain officers and directors of Switchback entered into an amendment (the “Letter Agreement Amendment”) to the letter agreement, dated January 7, 2021 (the “IPO Letter Agreement”), pursuant to which, among other things, the parties have agreed, effective upon the Acquisition Closing, to subject an aggregate of 1,976,563 Switchback Founder Earn Back Shares (including any New Bird Class B Common Stock issued in exchange therefor in the Domestication Merger) held by them (on a pro rata basis) to potential forfeiture, of which (a) 988,281 Switchback Founder Earn Back Shares will no longer be subject to potential forfeiture if the average reported last sale price of one share of New Bird Class A Common Stock quoted on the NYSE (or the exchange on which the shares of New Bird Class A Common Stock are then listed) is greater than or equal to $12.50 for any ten trading days within any 20 consecutive trading day period within the Earnout Period and (b) 988,281 Switchback Founder Earn Back Shares will no longer be subject to potential forfeiture if the average reported last sale price of one share of New Bird Class A Common Stock quoted on the NYSE (or the exchange on which the shares of New Bird Class A Common Stock are then listed) is greater than or equal to $15.00 for any ten trading days within any 20 consecutive trading day period within the Earnout Period.

PIPE Financing

In connection with the execution of the Business Combination Agreement, on May 11, 2021, Switchback entered into separate subscription agreements (each a “Subscription Agreement” and collectively, the “Subscription Agreements”) with each of the New PIPE Investors, pursuant to which the New PIPE Investors agreed to purchase, and Switchback agreed that New Bird will sell to the New PIPE Investors, an aggregate of 16,000,000 PIPE Shares for a purchase price of $10.00 per share and an aggregate purchase price of $160.0 million in the PIPE Financing.

The closing of the sale of the PIPE Shares pursuant to the Subscription Agreements will take place substantially concurrently with the Acquisition Closing and is contingent upon, among other customary closing conditions, the subsequent consummation of the Business Combination. The purpose of the PIPE Financing is to raise additional capital for use by the post-combination company following the Acquisition Closing.



 

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Pursuant to the Subscription Agreements, Switchback agreed that, within 15 business days after the consummation of the Business Combination, New Bird will file with the SEC (at New Bird’s sole cost and expense) a registration statement registering the resale of the PIPE Shares (the “PIPE Resale Registration Statement”), and New Bird will use its commercially reasonable efforts to have the PIPE Resale Registration Statement declared effective as soon as practicable after the filing thereof, but no later than the earlier of (a) 60 calendar days (or 90 calendar days if the SEC notifies New Bird that it will review the PIPE Resale Registration Statement) following the Closing and (b) the tenth business day after the SEC notifies New Bird that the PIPE Resale Registration Statement will not be reviewed or will not be subject to further review.

For more information about the Subscription Agreements, see the subsection entitled “The Business Combination — Related Agreements — PIPE Financing.”

Interests of the Sponsor and Switchback Directors and Officers in the Business Combination

In considering the recommendation of the Switchback Board to vote in favor of the Business Combination, shareholders should be aware that, aside from their interests as shareholders, the Sponsor and certain of Switchback’s directors and officers have interests in the Business Combination that are different from, or in addition to, those of other shareholders generally. Switchback’s directors were aware of and considered these interests, among other matters, in evaluating the Business Combination, and in recommending to shareholders that they approve the Business Combination. Shareholders should take these interests into account in deciding whether to approve the Business Combination. These interests include, among other things:

 

   

the fact that the Sponsor holds 5,550,000 private placement warrants that would expire worthless if an Initial Business Combination is not consummated;

 

   

the fact that the Sponsor and Switchback’s officers and directors have agreed not to redeem any Class A Ordinary Shares held by them in connection with a shareholder vote to approve the Business Combination;

 

   

the fact that the Sponsor paid an aggregate of $25,000 for the Switchback Founder Shares, including 80,000 Switchback Founder Shares which were subsequently transferred to Switchback’s independent directors, and that such securities will have a significantly higher value at the time of the Business Combination, which if unrestricted and freely tradable would be valued at approximately $            , based on the closing price of the Class A Ordinary Shares of $             per share on                     , 2021 (not taking into account the Switchback Founder Earn Back Shares);

 

   

if the Trust Account is liquidated, including in the event Switchback is unable to complete an Initial Business Combination within the required time period, the Sponsor has agreed to indemnify Switchback to ensure that the proceeds in the Trust Account are not reduced below $10.00 per public share, or such lesser amount per public share as is in the Trust Account on the liquidation date, by the claims of (a) any third party (other than Switchback’s independent registered public accounting firm) for services rendered or products sold to us or (b) a prospective target business with which Switchback has entered into a letter of intent, confidentiality or other similar agreement or business combination agreement, but only if such a third party or target business has not executed a waiver of all rights to seek access to the Trust Account;

 

   

the fact that Switchback’s independent directors own an aggregate of 80,000 Switchback Founder Shares that were transferred from the Sponsor, which if unrestricted and freely tradeable would be valued at approximately $        , based on the closing price of the Class A Ordinary Shares of $         per share on                     , 2021;

 

   

the fact that the Sponsor and Switchback’s officers and directors will be reimbursed for out-of-pocket expenses incurred in connection with activities on Switchback’s behalf, such as identifying potential target businesses and performing due diligence on suitable business combinations;



 

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the fact that the Sponsor and Switchback’s officers and directors will lose their entire investment in us if an Initial Business Combination is not completed; and

 

   

the fact that Philip Deutch’s owns an interest in Craft Ventures I, L.P., which currently holds more than 5% of Bird’s capital stock; and

 

   

the fact that Jim Mutrie will be appointed to the New Bird Board following the Acquisition Closing.

Reasons for the Approval of the Business Combination

After careful consideration, the Switchback Board recommends that Switchback’s shareholders vote “FOR” the approval of the Business Combination Proposals.

For a more complete description of Switchback’s reasons for the approval of the Business Combination and the recommendation of the Switchback Board, see the subsections entitled “The Business Combination — The Switchback Board’s Reasons for the Approval of the Business Combination.”

Redemption Rights

Pursuant to the Existing Organizational Documents, a public shareholder may request that Switchback redeem all or a portion of its public shares for cash if the Business Combination is consummated. As a holder of public shares, you will be entitled to receive cash for any public shares to be redeemed only if you:

 

  (a)

hold public shares or, if you hold public shares through Switchback Units, you elect to separate your Switchback Units into the underlying public shares and public warrants prior to exercising your redemption rights with respect to the public shares;

 

  (b)

submit a written request to Continental Stock Transfer & Trust Company, Switchback’s transfer agent, in which you (i) request that New Bird redeem all or a portion of your public shares for cash, and (ii) identify yourself as the beneficial holder of the public shares and provide your legal name, phone number and address; and

 

  (c)

deliver your public shares to Continental Stock Transfer & Trust Company, Switchback’s transfer agent, physically or electronically through the DTC.

Holders must complete the procedures for electing to redeem their public shares in the manner described above prior to 5:00 p.m., Eastern time, on                     , 2021 (two business days before the extraordinary general meeting) in order for their shares to be redeemed.

Holders of Switchback Units must elect to separate the Switchback Units into the underlying Class A Ordinary Shares and public warrants prior to exercising redemption rights with respect to the public shares. If public shareholders hold their Switchback Units in an account at a brokerage firm or bank, such public shareholders must notify their broker or bank that they elect to separate the Switchback Units into the underlying public shares and public warrants, or if a holder holds Switchback Units registered in its own name, the holder must contact Continental Stock Transfer & Trust Company, Switchback’s transfer agent, directly and instruct it to do so. The redemption rights include the requirement that a holder must identify itself to Switchback in order to validly redeem its shares. Public shareholders (other than the initial shareholders) may elect to exercise their redemption rights with respect to redeem their public shares even if they vote “FOR” the Business Combination Proposals. If the Business Combination is not consummated, the public shares will be returned to the respective holder, broker or bank. If the Business Combination is consummated, and if a public shareholder properly exercises its redemption right with respect to all or a portion of the public shares that it holds and timely delivers its shares to Continental Stock Transfer & Trust Company, New Bird will redeem the related shares of



 

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New Bird Class A Common Stock for a per-share price, payable in cash, equal to the pro rata portion of the Trust Account, calculated as of two business days prior to the consummation of the Business Combination. For illustrative purposes, as of March 31, 2021, this would have amounted to approximately $10.00 per issued and outstanding public share. Each redemption of Class A Ordinary Shares by Switchback’s public shareholders will decrease the amount in the Trust Account. In no event will Switchback redeem public shares in an amount that would cause its net tangible assets to be less than $5,000,001 after giving effect to the transactions contemplated by the Business Combination Agreement and the PIPE Financing unless the Class A Ordinary Shares otherwise do not constitute “penny stock” as such term is defined in Rule 3a51-1 of the Exchange Act. If a public shareholder exercises its redemption rights in full, then it will not own public shares or shares of New Bird Class A Common Stock following the redemption. The redemption will take place following the Domestication Merger and, accordingly, it is shares of New Bird Class A Common Stock that will be redeemed immediately after consummation of the Business Combination. See the subsection entitled “Extraordinary General Meeting — Redemption Rights” for the procedures to be followed if you wish to exercise your redemption rights with respect to your public shares.

Ownership of New Bird After the Acquisition Closing

It is anticipated that, upon completion of the Business Combination, the ownership of New Bird will be as follows:

 

   

the Historical Rollover Stockholders will own 201,284,128 shares of New Bird Class A Common Stock, or approximately 68.6% of the outstanding New Bird Class A Common Stock;

 

   

the public shareholders will own 31,625,000 shares of New Bird Class A Common Stock, or approximately 10.8% of the outstanding New Bird Class A Common Stock;

 

   

the New PIPE Investors will own 16,000,000 shares of New Bird Class A Common Stock, or approximately 5.5% of the outstanding New Bird Class A Common Stock;

 

   

the initial shareholders will own 5,929,688 shares of New Bird Class A Common Stock, or approximately 2.0% of the outstanding New Bird Class A Common Stock (which, for the avoidance of doubt, does not include shares of New Bird Class A Common Stock that will be issued to certain initial shareholders in connection with the PIPE Financing, which shares are reflected in the preceding bullet); and

 

   

Mr. VanderZanden will own 38,715,872 shares of New Bird Class X Common Stock, or 100% of the outstanding New Bird Class X Common Stock, such that as of immediately following the completion of the Business Combination, taking into account all of their New Bird Class A Common Stock and New Bird Class X Common Stock, Mr. VanderZanden will have approximately 13.2% of the outstanding capital stock of New Bird on a fully-diluted basis.



 

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The number of shares and the interests set forth above (a) assume that (i) no public shareholders elect to have their public shares redeemed, (ii) there are no other issuances of equity interests of Switchback or Bird and no repurchases of Bird Restricted Stock, (iii) none of Switchback’s initial shareholders or the Historical Rollover Stockholders purchase Class A Ordinary Shares in the open market, and (iv) there are no exercises of Bird Options or Bird Warrants and (b) do not take into account (i) Switchback Warrants that will remain outstanding following the Business Combination and may be exercised at a later date or (ii) the Earnout Shares. As a result of the Business Combination, the economic and voting interests of Switchback’s shareholders will decrease. If we assume the maximum redemptions scenario described under the section entitled “Unaudited Pro Forma Condensed Combined Financial Information — Basis of Pro Forma Presentation,” i.e., 30,151,268 public shares are redeemed, and the assumptions set forth in the foregoing clauses (a)(ii)–(iv) and (b) remain true, the ownership of New Bird upon completion of the Business Combination will be as follows:

 

   

the Historical Rollover Stockholders will own 201,284,128 shares of New Bird Class A Common Stock, or approximately 76.4% of the outstanding New Bird Class A Common Stock;

 

   

the public shareholders will own 1,473,732 shares of New Bird Class A Common Stock, or approximately 0.5% of the outstanding New Bird Class A Common Stock;

 

   

the New PIPE Investors will own 16,000,000 shares of New Bird Class A Common Stock, or approximately 6.1% of the outstanding New Bird Class A Common Stock;

 

   

the initial shareholders will own 5,929,688 shares of New Bird Class A Common Stock, or approximately 2.3% of the outstanding New Bird Class A Common Stock (which, for the avoidance of doubt, does not include shares of New Bird Class A Common Stock that will be issued to certain initial shareholders in connection with the PIPE Financing, which shares are reflected in the preceding bullet); and

 

   

Mr. VanderZanden will own 38,712,872 shares of New Bird Class X Common Stock, or 100% of the outstanding New Bird Class X Common Stock, such that as of immediately following the completion of the Business Combination, taking into account all of their New Bird Class A Common Stock and New Bird Class X Common Stock, Mr. VanderZanden will have approximately 14.7% of the outstanding capital stock of New Bird on a fully-diluted basis.

The ownership percentages with respect to New Bird set forth above do not take into account Switchback Warrants that will remain outstanding immediately following the Business Combination, but do include the Switchback Founder Shares, which will convert into New Bird Class A Common Stock upon an Initial Business Combination. If the facts are different than these assumptions, the percentage ownership retained by Switchback’s existing shareholders in New Bird following the Business Combination will be different. For example, if we assume that all outstanding 6,325,000 public warrants and 5,550,000 private placement warrants were exercisable and exercised following completion of the Business Combination and further assume that no public shareholders elect to have their public shares redeemed (and each other assumption set forth in the preceding paragraph remains the same), then the ownership of New Bird would be as follows:

 

   

the Historical Rollover Stockholders will own 201,284,128 shares of New Bird Class A Common Stock, or approximately 65.9% of the outstanding New Bird Class A Common Stock;

 

   

the public shareholders will own 37,950,000 shares of New Bird Class A Common Stock, or approximately 12.4% of the outstanding New Bird Class A Common Stock;

 

   

the New PIPE Investors will own 16,000,000 shares of New Bird Class A Common Stock, or approximately 5.2% of the outstanding New Bird Class A Common Stock;

 

   

the initial shareholders will own 11,479,688 shares of New Bird Class A Common Stock, or approximately 3.8% of the outstanding New Bird Class A Common Stock (which, for the avoidance of



 

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doubt, does not include shares of New Bird Class A Common Stock that will be issued to certain initial shareholders in connection with the PIPE Financing, which shares are reflected in the preceding bullet); and

 

   

Mr. VanderZanden will own 38,712,872 shares of New Bird Class X Common Stock, or 100% of the outstanding New Bird Class X Common Stock, such that as of immediately following the completion of the Business Combination, taking into account all of their New Bird Class A Common Stock and New Bird Class X Common Stock, Mr. VanderZanden will have approximately 12.7% of the outstanding capital stock of New Bird on a fully-diluted basis.

The Switchback Warrants will become exercisable on the later of 30 days after the completion of an Initial Business Combination and 12 months from the closing of the Initial Public Offering, and will expire five years after the completion of an Initial Business Combination or earlier upon their redemption or liquidation.

Additionally, if we (a) assume that (i) no public shareholders elect to have their public shares redeemed, (ii) there are no other issuances of equity interests of Switchback or Bird and no repurchases of Bird Restricted Stock, (iii) none of Switchback’s initial shareholders or the Historical Rollover Stockholders purchase Class A Ordinary Shares in the open market, (iv) the issuance of all          shares of New Bird Class A Common Stock that will be reserved in respect of New Bird Options issued in exchange for outstanding pre-merger Bird Options and in respect of New Bird Warrants issued in exchange for outstanding pre-merger Bird Warrants and (v) the issuance of all Earnout Shares in the form of New Bird Class A Common Stock and (b) do not take into account Switchback Warrants that will remain outstanding following the Business Combination and may be exercised at a later date, then the ownership of New Bird would be as follows:

 

   

the Historical Rollover Stockholders will own          shares of New Bird Class A Common Stock, or approximately         % of the outstanding New Bird Class A Common Stock;

 

   

the public shareholders will own 31,625,000 shares of New Bird Class A Common Stock, or approximately         % of the outstanding New Bird Class A Common Stock;

 

   

the New PIPE Investors will own 16,000,000 shares of New Bird Class A Common Stock, or approximately         % of the outstanding New Bird Class A Common Stock;

 

   

the initial shareholders will own 7,906,250 shares of New Bird Class A Common Stock, or approximately         % of the outstanding New Bird Class A Common Stock (which, for the avoidance of doubt, does not include shares of New Bird Class A Common Stock that will be issued to certain initial shareholders in connection with the PIPE Financing, which shares are reflected in the preceding bullet); and

 

   

Mr. VanderZanden will own          shares of New Bird Class X Common Stock, or 100% of the outstanding New Bird Class X Common Stock, such that as of immediately following the completion of the Business Combination, taking into account all of their New Bird Class A Common Stock and New Bird Class X Common Stock, Mr. VanderZanden will have approximately         % of the voting power of the capital stock of New Bird on a fully-diluted basis.

Please see the section entitled “Unaudited Pro Forma Condensed Combined Financial Information” for further information.

Board of Directors and Officers of New Bird Following the Business Combination

The members of the Switchback Board and officers of Switchback as of immediately prior to the

Domestication Merger Effective Time will continue as initial directors and officers of New Bird, respectively.

The parties anticipate that, effective immediately after the Acquisition Merger Effective Time, New Bird



 

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Board will be comprised of         . See “The Business Combination — Board of Directors of New Bird Following

the Business Combination” and “Management After the Business Combination — Executive Officers and

Directors After the Business Combination.”

Expected Accounting Treatment

The Business Combination will be accounted for as a recapitalization, with no goodwill or other intangible assets recorded, in accordance with GAAP. Under this method of accounting, Switchback will be treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the Business Combination will be treated as the equivalent of Bird issuing stock for the net assets of Switchback, accompanied by a recapitalization. The net assets of Switchback will be stated at historical cost, with no goodwill or other intangible assets recorded. See the subsection entitled “Expected Accounting Treatment for the Business Combination.”

Appraisal Rights

Appraisal Rights of Switchback Shareholders

There are no appraisal rights available to holders of Class A Ordinary Shares, Class B Ordinary Shares or Switchback Warrants in connection with the Business Combination under Cayman Islands law or the DGCL.

Other Switchback Proposals

In addition to the two separate proposals to approve and adopt the Business Combination Agreement and the Business Combination, Switchback’s shareholders will be asked to vote upon (a) a proposal to approve by special resolution and adopt the Proposed Organizational Documents; (b) nine separate proposals to approve, on a non-binding advisory basis, by ordinary resolution material differences between the Existing Organizational Documents and the Proposed Certificate of Incorporation and the Proposed Bylaws of New Bird; (c) a proposal to approve by ordinary resolution, for purposes of complying with the applicable listing rules of the NYSE, (i) the issuance of up to an aggregate of 270,186,533 shares of New Bird Class A Common Stock and 39,344,717 shares of New Bird Class X Common Stock in connection with the Acquisition Merger and (ii) the issuance and sale of 16,000,000 shares of New Bird Class A Common Stock in the PIPE Financing, which will occur substantially concurrently with, and is contingent upon, the consummation of the Acquisition Merger; (d) a proposal to approve by ordinary resolution and adopt the 2021 Plan; (e) a proposal to approve by ordinary resolution and adopt the ESPP; and (f) a proposal to approve by ordinary resolution the adjournment of the extraordinary general meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of one or more Proposals at the extraordinary general meeting. For more information, see the sections entitled “Proposal No. 1 — The Business Combination Proposals,” “Proposal No. 2 — The Organizational Documents Proposal,” “Proposal No. 3 — The Advisory Organizational Documents Proposals,” “Proposal No. 4 — The NYSE Proposal,” “Proposal No. 5 — The 2021 Plan Proposal,” “Proposal No. 6 — The ESPP Proposal and “Proposal No. 7 — The Adjournment Proposal” for more information.

Date, Time and Place of Extraordinary General Meeting

The extraordinary general meeting will be held in person on                     , 2021, at                     , Eastern time, at the offices of Vinson & Elkins L.L.P., located at 2001 Ross Avenue, Suite 3900, Dallas, Texas 75201, or such other date, time and place to which such meeting may be adjourned, to consider and vote upon the Proposals. In the interest of public health, and due to the impact of the ongoing COVID-19 pandemic,



 

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Switchback is also planning for the meeting to be held virtually pursuant to the procedures described in the accompanying proxy statement/prospectus, but the physical location of the meeting will remain at the location specified above for the purposes of Cayman Islands law and the Existing Organizational Documents.

Voting Power; Record Date

You will be entitled to vote or direct votes to be cast at the virtual extraordinary general meeting if you owned Class A Ordinary Shares or Class B Ordinary Shares at the close of business on                     , 2021, which is the record date for the extraordinary general meeting. You are entitled to one vote for each Class A Ordinary Shares or Class B Ordinary Share that you owned as of the close of business on the record date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker, bank or other nominee to ensure that votes related to the shares you beneficially own are properly counted. On the record date, there were 39,531,250 Class A Ordinary Shares and Class B Ordinary Shares outstanding in the aggregate, of which 31,625,000 were public shares and 7,906,250 were Switchback Founder Shares held by the initial shareholders.

Proxy Solicitation

Proxies may be solicited by mail. Switchback has engaged                      to assist in the solicitation of proxies. If a shareholder grants a proxy, it may still vote its shares online if it revokes its proxy before the extraordinary general meeting. A shareholder may also change its vote by submitting a later-dated proxy as described in the subsection entitled “Extraordinary General Meeting — Revoking Your Proxy.”

Quorum and Required Vote for Proposals for the Extraordinary General Meeting

A quorum of Switchback’s shareholders is necessary to hold a valid meeting. A quorum will be present at the extraordinary general meeting if holders of a majority the Class A Ordinary Shares and Class B Ordinary Shares entitled to vote thereat attend in person, online or by proxy. Abstentions will count as present for the purposes of establishing a quorum.

The approval of the Acquisition Merger Proposal, the Advisory Organizational Documents Proposals, the NYSE Proposal, the 2021 Plan Proposal, the ESPP Proposal and the Adjournment Proposal are being proposed as an ordinary resolution, being the affirmative vote (in person, online or by proxy) of the holders of a majority of the Class A Ordinary Shares and Class B Ordinary Shares entitled to vote and actually casting votes thereon at the extraordinary general meeting, voting as a single class. Approval of the Domestication Merger Proposal and the Organizational Documents Proposal requires a special resolution under Cayman Islands law, being the affirmative vote (in person, online or by proxy) of the holders of at least two-thirds of the Class A Ordinary Shares and Class B Ordinary Shares entitled to vote and actually casting votes thereon at the extraordinary general meeting, voting as a single class. Accordingly, a shareholder’s failure to vote in person, online or by proxy at the extraordinary general meeting will have no effect on the outcome of the vote on any of the Proposals. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the extraordinary general meeting.

The Domestication Closing and Acquisition Closing are conditioned on the approval of the Condition Precedent Proposals at the extraordinary general meeting. Each of the Condition Precedent Proposals is cross-conditioned on each of the other Condition Precedent Proposals. The Advisory Organizational Documents Proposals and the Adjournment Proposal are not conditioned on the approval of any other proposal set forth in this proxy statement/prospectus.



 

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Recommendation to Switchback Shareholders

The Switchback Board believes that each of the Business Combination Proposals, the Organizational Documents Proposal, the Advisory Organizational Documents Proposals, the NYSE Proposal, the 2021 Plan Proposal, the ESPP Proposal and the Adjournment Proposal is in the best interests of Switchback and Switchback’s shareholders and recommends that its shareholders vote “FOR” each Proposal being submitted to a vote of the shareholders at the extraordinary general meeting. For more information, see the sections entitled “Proposal No. 1 — The Business Combination Proposals,” “Proposal No. 2 — The Organizational Documents Proposal,” “Proposal No. 3 — The Advisory Organizational Documents Proposals,” “Proposal No. 4 — The NYSE Proposal,” “Proposal No. 5 — The 2021 Plan Proposal,” “Proposal No. 6 — The ESPP Proposal” and “Proposal No. 7 — The Adjournment Proposal.”

When you consider the recommendation of the Switchback Board in favor of approval of these Proposals, you should keep in mind that, aside from their interests as shareholders, the Sponsor and certain of Switchback’s directors and officers have interests in the Business Combination that are different from, or in addition to, your interests as a shareholder. Please see the subsection entitled “The Business Combination — Interests of Certain Persons in the Business Combination.”

Summary Risk Factors

In evaluating the Proposals set forth in this proxy statement/prospectus, you should carefully read this proxy statement/prospectus, including the annexes, and especially consider the factors discussed in the section entitled “Risk Factors.” Some of the risks related to Bird’s business and industry and the Business Combination are summarized below.

 

   

The COVID-19 pandemic and the impact of the actions taken to mitigate the pandemic has adversely affected, and may continue to adversely affect, Bird’s business, financial condition, and results of operations.

 

   

Bird has a relatively short operating history and a new and evolving business model, which makes it difficult to evaluate its future prospects, forecast financial results, and assess the risks and challenges Bird may face.

 

   

Bird has incurred significant operating losses in the past and may not be able to achieve or maintain profitability in the future.

 

   

Action by governmental authorities to restrict access to Bird’s products and services in their localities could substantially harm Bird’s business and financial results.

 

   

If Bird fails to retain existing riders or add new riders, or if its riders decrease their level of engagement with Bird’s products and services, Bird’s business, financial condition, and results of operations may be significantly harmed.

 

   

Bird is expanding its Fleet Manager network. Any failure by Bird’s Fleet Managers to maintain vehicle quality or service levels, or material changes to labor classifications or franchise regulations, could have a negative impact on Bird’s reputation and business.

 

   

Bird operates in a new and rapidly changing industry, which makes it difficult to evaluate its business and prospects.

 

   

Future operating results depend upon Bird’s ability to obtain vehicles that meet its quality specifications in sufficient quantities on commercially reasonable terms.

 

   

The markets in which Bird operates are highly competitive, and competition represents an ongoing threat to the growth and success of Bird’s business.



 

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Bird’s user growth and engagement on mobile devices depend upon effective operation with mobile operating systems, networks, and standards that Bird does not control.

 

   

Any expansion by Bird into international markets will expose it to additional tax, compliance, market and other risks and there can be no assurance that any such expansion will be successful.

 

   

The occurrence of any event, change or other circumstances that could delay the Business Combination or give rise to the termination of the Business Combination Agreement.

 

   

The outcome of any legal proceedings that may be instituted against Switchback following announcement of the Business Combination and the possibility of third-party claims against the Trust Account.

 

   

The inability to complete the Business Combination due to the failure to obtain approval of the shareholders of Switchback, or satisfy the other conditions to closing in the Business Combination Agreement.

 

   

The risk that Switchback may not be able to consummate the PIPE Financing.

 

   

The risk that the proposed Business Combination disrupts current plans and operations of Bird or Switchback as a result of the announcement and consummation of the Business Combination.

 

   

The possibility that COVID-19 may hinder Switchback’s ability to consummate the Business Combination.



 

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SUMMARY HISTORICAL FINANCIAL DATA OF BIRD

The summary historical consolidated statements of operations data of Bird for the years ended December 31, 2020 and 2019 and the historical consolidated balance sheet data as of December 31, 2020 and 2019 are derived from Bird’s audited consolidated financial statements included elsewhere in this proxy statement/prospectus. The summary historical consolidated statements of operations data of Bird for the year ended December 31, 2018 and the historical consolidated balance sheet data as of December 31, 2018 are derived from Bird’s unaudited consolidated financial statements not included in this proxy statement/prospectus.

Bird’s historical results are not necessarily indicative of the results that may be expected in the future. The information below is only a summary and should be read in conjunction with the sections entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Bird” and the consolidated financial statements, and the notes related thereto, which are included elsewhere in this proxy statement/prospectus.

 

     Year Ended December 31,  
     2020      2019      2018  

Revenues:

        

Sharing

   $ 79,941      $ 140,448      $ 58,463  

Product sales

     14,660        10,076        —    

Total Revenues

     94,601        150,524        58,463  

Cost of sharing, exclusive of depreciation

     71,628        153,646        158,127  

Cost of product sales

     22,716        20,319        —    

Depreciation on revenue earning vehicles

     23,791        112,234        112,522  

Gross margin

     (23,534      (135,675      (212,186

Other operating expenses:

        

General and administrative

     152,910        192,063        124,211  

Selling and marketing

     18,404        16,656        18,326  

Research & development

     34,376        40,836        14,282  

Tariff reimbursement

     (24,986      —          —    

Total operating expenses

     180,704        249,555        156,819  

Loss from operations

     (204,238      (385,230      (369,005

Interest income

     282        1,837        —    

Interest expense

     (6,844      (6,792      —    

Other income, net

     2,634        2,979        1,600  

Loss before income taxes

     (208,166      (387,206      (367,405

Provision for income taxes

     64        276        35  

Net loss

   $ (208,230    $ (387,482    $ (367,440

 

     As of December 31,  
     2020      2019      2018  

Total assets

   $ 303,880      $ 268,779      $ 268,273  

Total liabilities

     119,646        138,808        62,408  

Total stockholders’ deficiency

     (860,048      (672,600      (316,492

Redeemable Convertible Preferred Stock

     1,044,282        802,571        522,357  


 

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SUMMARY HISTORICAL FINANCIAL DATA OF SWITCHBACK

The selected historical statements of operations data of Switchback for the period from October 7, 2020 (inception) through December 31, 2020 and the historical balance sheet data as of December 31, 2020 are derived from Switchback’s audited financial statements included elsewhere in this proxy statement/prospectus.

Switchback’s historical results are not necessarily indicative of the results that may be expected in the future and Switchback’s results for the period from October 7, 2020 (inception) through December 31, 2020 are not necessarily indicative of the results that may be expected for any other period. The information below is only a summary and should be read in conjunction with the sections entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Switchback” and “Information about Switchback” and the financial statements, and the notes related thereto, which are included elsewhere in this proxy statement/prospectus.

STATEMENT OF OPERATIONS

For the Period from October 7, 2020 (inception) through December 31, 2020

 

General and administrative expenses

  $ 34,583  
 

 

 

 

Net loss

  $ (34,583
 

 

 

 

Weighted average shares outstanding, basic and diluted (1)(2)

    6,875,000  
 

 

 

 

Basic and diluted net loss per share

  $ (0.01
 

 

 

 

 

(1)

This number excludes up to 1,031,250 Class B ordinary shares subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriter in the Initial Public Offering. On January 12, 2021, the underwriters exercised the over-allotment option, in full; thus, these shares are no longer subject to forfeiture (see Note 4 and 6 to the financial statements).

(2)

On October 27, 2020, the Sponsor surrendered an aggregate of 718,750 Class B ordinary shares to Switchback at no cost. On January 2021, Switchback effected a share capitalization with respect to Class B ordinary shares of 718,750 shares thereof, resulting in an aggregate of 7,906,250 Class B ordinary shares outstanding. All shares and associated amounts have been retroactively restated to reflect the share capitalization (see Note 5 to the financial statements).

 

     As of December 31,
2020
 

Balance Sheet Data

  

Total assets

   $ 313,667  

Total liabilities

     323,250  

Total shareholders’ deficit

     (9,583


 

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SUMMARY UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The following selected unaudited pro forma condensed combined financial data (the “selected pro forma information”) gives effect to the Business Combination described in the section entitled “Unaudited Pro Forma Condensed Combined Financial Information.” The Business Combination will be accounted for as a recapitalization under U.S. GAAP. Under this method of accounting, Switchback is treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the financial statements of New Bird will represent a continuation of the financial statements of Bird with the Business Combination being treated as the equivalent of Bird issuing stock for the net assets of Switchback, accompanied by a recapitalization. The net assets of Switchback will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination will be presented as those of Bird in future reports of New Bird.

The selected unaudited pro forma condensed combined balance sheet data as of December 31, 2020 gives pro forma effect to the Business Combination as if it had occurred on December 31, 2020. The selected unaudited pro forma condensed combined statement of operations data for the year ended December 31, 2020 gives pro forma effect to the Business Combination as if it had occurred on January 1, 2021.

The selected pro forma information has been derived from, and should be read in conjunction with, the unaudited pro forma condensed combined financial information of New Bird appearing elsewhere in this proxy statement/prospectus and the accompanying notes, in the section entitled “Unaudited Pro Forma Condensed Combined Financial Information.” The unaudited pro forma condensed combined financial information is derived from, and should be read in conjunction with, the historical financial statements of Switchback and Bird and related notes included elsewhere in this proxy statement/prospectus. The selected pro forma information has been presented for informational purposes only and is not necessarily indicative of what New Bird’s financial position or results of operations actually would have been had the Business Combination and the other transactions contemplated by the Business Combination Agreement been completed as of the dates indicated. In addition, the selected pro forma information does not purport to project the future financial position or operating results of New Bird.

The following table presents selected pro forma information after giving effect to the Business Combination, presented under two scenarios:

 

   

Assuming No Redemptions Scenario — this scenario assumes that no Class A Ordinary Shares are redeemed; and

 

   

Assuming Maximum Redemptions Scenario — this scenario assumes that 30,151,268 Class A Ordinary Shares are redeemed for an aggregate payment of $301.5 million, which is derived from the number of shares that could be redeemed in connection with the Business Combination at an assumed redemption price of $10.00 per share based on the Trust Account balance as of March 31, 2021 in order for the amount of cash on hand to satisfy the minimum amount required to consummate the Business Combination of at least $160.0 million after giving effect to the PIPE Financing.



 

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The following summarizes the pro forma New Bird Class A Common Stock and New Bird Class X Common Stock issued and outstanding immediately after the Business Combination:

 

     Scenario 1
(Assuming No
Redemptions into
Cash)
    Scenario 2
(Assuming Maximum
Redemptions into
Cash)
 
     Shares      %     Shares      %  

Switchback II Public Shareholders

     31,625,000        10.8     1,473,732        0.5

Switchback II Founders

     5,929,688        2.0     5,929,688        2.3

New Bird Class A Shareholders

     205,026,918        69.8     205,026,918        77.8

New Bird Class X Shareholders

     34,973,082        11.9     34,973,082        13.3

PIPE Investors

     16,000,000        5.5     16,000,000        6.1
  

 

 

    

 

 

   

 

 

    

 

 

 

Total Shares at Closing (excluding unvested Bird and earn out shares)

     293,554,688        100     263,403,420        100

The two alternative levels of additional redemptions assumed in the unaudited pro forma condensed combined balance sheet and statement of operations are based on the assumption that there are no adjustments for the outstanding Switchback Warrants issued in connection with its IPO as such securities are not exercisable until the later of 30 days after the Acquisition Closing and 12 months from the closing of Switchback’s Initial Public Offering.

If the actual facts are different than these assumptions, then the amounts and shares outstanding in the unaudited pro forma condensed combined financial information will be different and those changes could be material.

 

    Pro Forma
Combined
(Assuming No
Redemptions
Scenario)
    Pro Forma
Combined
(Assuming
Maximum
Redemptions
Scenario)
 
    (in thousands, except share and per
share data)
 

Selected Unaudited Pro Forma Condensed Combined Statement of Operations Data

   

For the Fiscal Year Ended December 31, 2020

   

Revenue

  $ 79,941     $ 79,941  

Net loss

  $ (224,221   $ (224,221

Net loss per share — Class A Ordinary Shares — basic and diluted

  $ (0.76   $ (0.85

Weighted-average Class A Ordinary Shares outstanding — basic and diluted

    293,554,688       263,403,420  

Selected Unaudited Pro Forma Condensed Combined

   

Balance Sheet Data as of December 31, 2020

   

Total assets

  $ 972,373     $ 670,860  

Total liabilities

  $ 408,854     $ 408,854  

Total shareholders’ equity

  $ 563,519     $ 262,006  


 

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RISK FACTORS

The following risk factors will apply to the business and operations of Switchback, Bird or New Bird. These risk factors are not exhaustive and investors are encouraged to perform their own investigation with respect to the business, financial condition and prospects of Switchback, Bird and New Bird and their respective businesses, financial conditions and prospects prior to or following the completion of the Business Combination, as the case may be. You should carefully consider the following risk factors in addition to the other information included in this proxy statement/prospectus, including matters addressed in the section entitled “Cautionary Note Regarding Forward-Looking Statements.” Switchback, Bird and New Bird may face additional risks and uncertainties that are not presently known to them, or that they currently deem immaterial, which may also impair their respective businesses or financial conditions. The following discussion should be read in conjunction with the sections entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Bird,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Switchback,” the financial statements of Bird and Switchback and notes to the financial statements included herein, as applicable.

Risks Related to Bird

Unless the context otherwise requires, all references in this subsection to the “Company,” “Bird,” “we,” “us,” or “our” refer to the business of Bird and its subsidiaries prior to the consummation of the Business Combination and to New Bird and its subsidiaries following the Business Combination.

Risks Related to Bird’s Business and Industry

The COVID-19 pandemic and the impact of the actions taken to mitigate the pandemic has adversely affected, and may continue to adversely affect, our business, financial condition and results of operations. We are unable to predict the extent to which the pandemic and the related effects will continue to impact our business, financial condition and results of operations and the achievement of our strategic objectives.

In March 2020, the World Health Organization declared the outbreak of COVID-19 a pandemic. In an attempt to limit the spread of COVID-19, various governmental restrictions, including the declaration of a national emergency in the United States, multiple cities’ and states’ declarations of states of emergency, school and business closings, quarantines, shelter-in-place orders, restrictions on travel, limitations on social or public gatherings, and other social distancing measures have, and may continue to have, an adverse impact on our business and operations, including, for example, by reducing the demand for our products and services globally, and affecting travel behavior and demand. Furthermore, as a result of the COVID-19 pandemic, we asked that all employees who are able to do so work remotely; it is possible that continued widespread remote work arrangements could have a negative impact on our operations, the execution of our business plans, and productivity and availability of key personnel and other employees necessary to conduct our business, and of third-party service providers who perform critical services for us, or otherwise cause operational failures due to changes in our normal business practices necessitated by the outbreak and related governmental actions. If a natural disaster, power outage, connectivity issue, or other event occurred that impacted our employees’ ability to work remotely, it may be difficult or, in certain cases, impossible, for us to continue our business for a substantial period of time. The increase in remote working may also result in privacy, cybersecurity, and fraud risks, and our understanding of applicable legal and regulatory requirements, as well as the latest guidance from regulatory authorities in connection with the COVID-19 pandemic, may be subject to legal or regulatory challenge, particularly as regulatory guidance evolves in response to future developments. These challenges could result in fines or other enforcement measures that could adversely impact our financial results or operations.

Due to the evolving nature of the COVID-19 pandemic and the extent of its impact across industries and geographies and numerous other uncertainties, including its severity, duration and spread, any future “waves” of the outbreak or the spread of any variants of the disease, it is not possible to accurately predict the full impact of

 

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the COVID-19 pandemic on our business, financial condition, and results of operations. As global economies reopen, the recovery of the economy and our business is likely to fluctuate and vary by geography. Further, the ultimate impact of the COVID-19 pandemic on our customers, employees, business, operations and financial performance depends on many factors that are not within our control, including, but not limited, to: governmental, business and individuals’ actions that have been and continue to be taken in response to the pandemic (including restrictions on travel and transport, vaccination campaigns and modified workplace activities); the impact of the pandemic on local or regional economies, travel and economic activity, and actions taken in response; the availability of government funding programs; general economic uncertainty in key markets and financial market volatility; volatility in global economic conditions and levels of economic growth; the duration of the COVID-19 pandemic; and the pace of recovery when the COVID-19 pandemic subsides.

In addition, there can be no assurance that any efforts taken by us to address the adverse impacts of the COVID-19 pandemic or actions taken by municipalities or local citizens to contain the COVID-19 pandemic and its impact will be effective and will not result in significant additional costs to us. If we are unable to recover from or mitigate the adverse effects of the COVID-19 pandemic in a timely manner, our business, financial condition, and results of operations could be adversely affected. To the extent the COVID-19 pandemic adversely affects our business and financial results, it may also have the effect of heightening many of the other risks described in this “Risk Factors” section. Any of the foregoing factors, or other cascading effects of the pandemic that are not currently foreseeable, could adversely impact our business, financial condition and results of operation.

We have a relatively short operating history and a new and evolving business model, which makes it difficult to evaluate our future prospects, forecast financial results and assess the risks and challenges we may face.

Our business model is relatively new and rapidly evolving. We first launched our products and services in 2017 through our core vehicle-sharing operations, which we refer to as our Sharing business. We regularly expand our technological features, offerings, services, and pricing methodologies. Since our launch, we have expanded from our Sharing business and now offer consumers the opportunity to purchase Bird vehicles for personal use through the Bird website and in select retail stores, which we refer to as our Product Sales business, as well as through the white labeled version of our products and services, which we refer to as the Bird Platform. We recently shifted our Sharing business from a company-operated model, which leveraged gig service providers and centralized service centers to charge and repair vehicles, to a model in which we utilize third-party logistics providers — Fleet Managers — to store, operate, maintain, and repair our vehicles.

We have encountered in the past, and will encounter in the future, risks and uncertainties frequently experienced by growing companies with limited operating histories in rapidly changing industries. Risks and challenges we have faced or expect to face as a result of our relatively limited operating history and evolving business model include our ability to:

 

   

make operating decisions and evaluate our future prospects and the risks and challenges we may encounter;

 

   

forecast our revenue and budget for and manage our expenses;

 

   

attract new riders and retain existing riders in a cost-effective manner;

 

   

comply with existing and new or modified laws and regulations applicable to our business;

 

   

manage our software platform and our business assets and expenses;

 

   

plan for and manage capital expenditures for our current and future offerings, including our Sharing business, and manage our supply chain and supplier relationships related to our current and future offerings;

 

   

develop, manufacture, source, deploy, maintain, and ensure utilization of our assets, including our network of vehicles;

 

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anticipate and respond to macroeconomic changes and changes in the markets in which we operate;

 

   

maintain and enhance the value of our reputation and brand;

 

   

effectively manage our growth and business operations;

 

   

successfully expand our geographic reach;

 

   

hire, integrate and retain talented people at all levels of our organization; and

 

   

successfully develop new features, offerings and services to enhance the experience of customers.

If our assumptions regarding these risks and uncertainties, which we use to plan and operate our business, are incorrect or change, or if we do not address these risks successfully, our results of operations could differ materially from our expectations and our business, financial condition and results of operations could be adversely affected.

We have incurred significant operating losses in the past and may not be able to achieve or maintain profitability in the future.

We have incurred net losses since our inception, and we may not be able to achieve or maintain profitability in the future. Our expenses will likely increase in the future as we develop and launch new offerings and platform features, expand in existing and new markets, expand marketing channels and operations, hire additional employees, and continue to invest in our products and services and customer engagement, or as a result of the COVID-19 pandemic. These efforts may be more costly than we expect and may not result in increased revenue or growth in our business sufficient to offset these expenses. For example, we may incur additional costs and expenses associated with the COVID-19 pandemic, including sales, marketing and costs relating to our efforts to mitigate the impact of the COVID-19 pandemic through enhanced sanitization procedures and health safety programs. Furthermore, our offerings require significant capital investments and recurring costs, including debt payments, maintenance, depreciation, asset life, and asset replacement costs, and if we are not able to maintain sufficient levels of utilization of such assets or such offerings are otherwise not successful, our investments may not generate sufficient returns and our financial condition may be adversely affected. Additionally, as a public company, we expect stock-based compensation expense will continue to be a significant expense in future periods.

Many of our efforts to generate revenue are new and unproven. Our revenue growth rate could continue to decline in the future as a result of many factors, including increased competition and the maturation of our business, and we cannot assure you that our revenue will continue to grow or will not decline. You should not consider our historical revenue or operating expenses as indicative of our future performance. If our revenue does not increase sufficiently to offset our expenses, if we experience unexpected increases in operating expenses, or if we are required to take charges related to impairments or other matters, we might not achieve or maintain profitability and our business, financial condition and results of operations could be adversely affected.

If we fail to retain existing riders or add new riders, or if our riders decrease their level of engagement with our products and services, our business, financial condition and results of operations may be significantly harmed.

The size of our rider base is critical to our success. Our financial performance has been and will continue to be significantly determined by our success in cost-effectively adding, retaining, and engaging active users of our products and services. If people do not perceive our products and services to be useful, reliable, trustworthy, and affordable, we may not be able to attract or retain riders or otherwise maintain or increase the frequency of their use of our products and services. Our rider engagement patterns have varied over time, and rider engagement can be difficult to measure, particularly as we introduce new and different products and services. Any number of factors could negatively affect rider retention, growth, and engagement, including if:

 

   

riders increasingly engage with other competitive products or services;

 

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local governments and municipalities restrict our ability to operate our products and services in various jurisdictions at the level at which we desire to operate, or at all;

 

   

there are adverse changes to our products, services or business model that are mandated by legislation, regulatory authorities, or litigation;

 

   

we fail to introduce new features, products, or services that riders find engaging;

 

   

we introduce new products or services, or make changes to existing products and services, that are not favorably received;

 

   

riders have difficulty installing, updating, or otherwise accessing our products on mobile devices as a result of actions by us or third parties that we rely on to distribute our products and deliver our services;

 

   

changes in rider preferences or behavior, including decreases in the frequency of use of our products and services;

 

   

there are decreases in rider sentiment about the quality, affordability, or usefulness of our products or concerns related to privacy, safety, security or other factors;

 

   

riders adopt new products and services where our products and services may be displaced in favor of other products or services, or may not be featured or otherwise available;

 

   

technical or other problems prevent us from delivering our products in a rapid and reliable manner or otherwise affect the rider experience;

 

   

we adopt terms, policies or procedures related to areas such as rider data that are perceived negatively by our riders or the general public;

 

   

we elect to focus our product decisions on longer-term initiatives that do not prioritize near-term rider growth and engagement, or if initiatives designed to attract and retain riders and engagement are unsuccessful or discontinued, whether as a result of actions by us, third parties, or otherwise;

 

   

we fail to provide adequate customer service to riders, Fleet Managers or other Platform partners; or

 

   

we, or other partners and companies in our industry, are the subject of adverse media reports or other negative publicity, even if factually incorrect or based on isolated incidents.

Further, government actions in response to the COVID-19 pandemic, such as travel bans, travel restrictions, and shelter-in-place orders, have decreased and may continue to decrease utilization of our products and services. If we are unable to cost-effectively maintain or increase our rider base and engagement, our products and services may become less attractive to riders and our business, financial condition, and results of operations could be adversely affected.

If we fail to attract and continue to work with qualified Fleet Managers, or if Fleet Managers’ utilization rates do not increase, our revenue, financial results, and business may be significantly harmed.

Our current operating model uses third-party service providers called Fleet Managers to provide day-to-day vehicle logistics, including deployment, charging, and maintenance relating to our Sharing business. Our continued growth depends in part on our ability to cost-effectively attract and continue to work with qualified Fleet Managers who satisfy our screening and performance criteria. To attract and help retain the services of qualified Fleet Managers, we offer a percentage of net revenue on each ride taken. Any number of factors could potentially negatively affect our ability to cost-effectively attract and retain the services of qualified Fleet Managers including, but not limited to, a decrease in Fleet Manager earnings due to decreased fleet utilization (including due to adverse impacts of the COVID-19 pandemic, seasonal variations or poor weather, increased competition from competitors adopting a similar business model or offering different economic benefits, and/or a reclassification of Fleet Managers from contractors to employees. If we fail to cost-effectively attract and retain

 

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the services of qualified Fleet Managers, we may not be able to meet the demand of our users, including maintaining a competitive price for our users, and our business, financial condition, and results of operations could be adversely affected.

Changes to our pricing could adversely affect our ability to attract or retain qualified Fleet Managers and riders.

We regularly analyze data to determine the optimal pricing strategy to support the profitability of our business, while also trying to grow our user base and retain the services of Fleet Managers. One of the risks of changing prices is that user demand is sensitive to price increases. If we raise prices too much, user demand will decrease. However, if we lower prices too much, our ability to attract and retain the services of qualified Fleet Managers would diminish because Fleet Managers’ payouts are calculated based off of a revenue share. Additionally, factors such as operating costs, legal and regulatory requirements or constraints, and the ability of our competitors to offer more attractive pricing to either their customers or service providers may impact our overall pricing model.

Certain of our competitors offer, or may in the future offer, lower-priced or a broader range of offerings. Similarly, certain competitors may use marketing strategies that enable them to attract or retain riders and service providers at a lower cost than us. In the past, we have made pricing changes and incurred expenses related to marketing and both rider and Fleet Manager payments, and there can be no assurance that we will not be forced, through competition, regulation, or otherwise, to reduce prices for users, increase payments to Fleet Managers, or increase our marketing and other expenses to attract and retain riders and the services of qualified Fleet Managers in response to competitive pressures. Furthermore, the economic sensitivity of Fleet Managers and riders on our software platform may vary by geographic location, and as we expand, our pricing methodologies may not enable us to compete effectively in these locations. Local regulations may affect our pricing in certain geographic locations, which could amplify these effects. We have launched, and may in the future launch, new pricing strategies and initiatives, such as subscription packages and rider loyalty programs. We have also modified, and may in the future modify, existing pricing methodologies. Any of the foregoing actions may not ultimately be successful in attracting and retaining riders and the services of qualified Fleet Managers.

As we continue to strive for an optimal pricing strategy, we may launch new pricing initiatives that may not be successful in retaining both users and the services of qualified Fleet Managers. While we do and will attempt to optimize prices and balance supply and demand in our marketplace, our assessments may not be accurate or there may be errors in the technology used in our pricing and we could be underpricing or overpricing our offerings. In addition, if the offerings on our platform change, then we may need to revise our pricing methodologies. As we continue to launch new and develop existing asset-intensive offerings, factors such as maintenance, debt service, depreciation, asset life, supply chain efficiency, and asset replacement may affect our pricing methodologies. Any such changes to our pricing methodologies or our ability to efficiently price our offerings could adversely affect our business, financial condition and results of operations.

We are expanding our Fleet Manager network. Any failure by our Fleet Managers to maintain vehicle quality or service levels, or material changes to labor classifications or franchise regulations, could have a negative impact on our reputation and business.

Our Fleet Manager network is expected to repair, store, charge, operate, and deploy our vehicles on a timely basis. If our Fleet Manager program does not grow sufficiently along with any market expansion in any particular jurisdiction, or if Fleet Managers experience difficulty in timely servicing the demand for the charging of our vehicles or meeting other service requirements or standards, our reputation and brand could be damaged and/or we may fail to meet rider demand. Our Fleet Manager program is new and rapidly evolving, and as such, could be subject to changes in laws and regulations. As we expand our Fleet Manager program into new markets, and as our presence in particular markets expands, regulatory bodies or courts may find that we or our Fleet Managers are subject to additional requirements.

 

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In addition, we may become involved in legal proceedings and investigations claiming that members of the Fleet Manager network who we treat as contracted service providers for all purposes, including employment tax and employee benefits, should instead be treated as employees. In addition, legislative, judicial, or regulatory (including tax) authorities may introduce proposals, pass legislation, or assert interpretations of existing rules and regulations that could affect the classification of the Fleet Managers or other service providers. In the event of a reclassification of members of our Fleet Manager network as employees, or a determination that Fleet Managers have been incorrectly classified as non-employees, we could be exposed to various additional liabilities, costs, and expenses. Any material changes to Fleet Manager labor classifications (including determinations that Fleet Managers should be classified as employees) could adversely impact our reputation, business and operating model. Additionally, a local regulatory or governing body may deem that the Fleet Manager relationship is actually a franchise and, thus, subject to various applicable franchise laws. These liabilities and costs could have an adverse effect on our business and results of operations and/or make it cost prohibitive for us to operate our vehicles in partnership with our Fleet Managers. These liabilities and additional costs could include exposure (for prior and future periods) under federal, state, and local tax laws, and workers’ compensation, unemployment benefits, labor, and employment laws, as well as potential liability for penalties and interest.

We operate in a new and rapidly changing industry, which makes it difficult to evaluate our business and prospects.

The market for vehicle sharing, through which we derive substantially all of our revenue, is a new and rapidly evolving industry. The growth of this market and the level of demand and market acceptance of our services is subject to a high degree of uncertainty. Our future operating results will depend on numerous factors affecting the industry, many of which are beyond our control, including:

 

   

changes in consumer demographics and public tastes and preferences;

 

   

changes in the method for distribution of our mobile application and products and services;

 

   

the availability and popularity of vehicle sharing; and

 

   

general economic conditions, particularly economic conditions adversely affecting discretionary consumer spending and demand for vehicle sharing.

Our ability to plan for development, distribution, and promotional activities will be significantly affected by our ability to anticipate and adapt to relatively rapid changes in the tastes and preferences of our current and potential riders. For example, we cannot be certain whether the COVID-19 pandemic will negatively impact the willingness of riders to use shared vehicles. In addition, we may be restricted from operating our Sharing business in certain jurisdictions due to public health and safety measures implemented in response to the COVID-19 pandemic. If the public does not perceive our Sharing business or other offerings as beneficial, or chooses not to adopt them as a result of concerns regarding public health or safety, affordability, or for other reasons, whether as a result of incidents on our or our competitors’ platforms, the COVID-19 pandemic, or otherwise, then the market for our offerings may not further develop, may develop more slowly than we expect, or may not achieve the growth potential we expect, which would harm our business and prospects. Additionally, from time to time we may re-evaluate the markets in which we operate and the performance of our network of shared vehicles, and we have discontinued and may in the future discontinue operations in certain markets as a result of such evaluations. Any of the foregoing risks and challenges could adversely affect our business, financial condition, and results of operations.

Poor weather adversely affects the use of our services, which causes seasonality in our business and could negatively impact our financial performance from period to period.

We have Sharing operations in a variety of markets, some of which can have cold and long winters or significant periods of rain or other precipitation during which our vehicles are less likely to be ridden. As a result, poor weather conditions in a particular market can have a material effect on our results of operations in that

 

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market and can cause our results to vary significantly from quarter to quarter. Because most of our revenue is currently generated from markets in the Northern Hemisphere, poor weather conditions are more likely to negatively impact our overall business in the first and fourth quarters of the calendar year. However, from time to time we may re-evaluate the markets in which we operate and the performance of our Sharing business, and we have discontinued and may in the future discontinue operations in certain markets as a result of such evaluations. Any entrance into markets with different weather patterns would introduce additional seasonality. Other seasonal trends may develop or these existing seasonal trends may become more extreme, as a result of climate change or otherwise, which would contribute to fluctuations in our operating results. The seasonality of our businesses could also create cash flow management risks if we do not adequately anticipate and plan for periods of decreased activity, which could negatively impact our ability to execute on our strategy, which in turn could harm our business, financial condition, and results of operations.

Future operating results depend upon our ability to obtain vehicles that meet our quality specifications in sufficient quantities on commercially reasonable terms.

We design and contract to manufacture vehicles using a limited number of external suppliers, and a continuous, stable, and cost-effective supply of vehicles that meets our standards is critical to our operations. We expect to continue to rely on external suppliers in the future. Because we obtain vehicles and certain components for them from single or limited sources, we are subject to significant supply and pricing risks. Many vehicles and components, including those that are available from multiple sources, are or could become at times subject to delivery failure, industry-wide shortages and significant pricing fluctuations that could materially adversely affect our financial condition and operating results. The prices and availability of our vehicles and related products may fluctuate depending on factors beyond our control, including market and economic conditions, changes to import or export regulations and demand. Changes in business conditions, force majeure, any public health crises, such as the COVID-19 pandemic, governmental or regulatory changes, and other factors beyond our control have and could continue to affect our suppliers’ ability to deliver products on a timely basis. COVID-19 related lockdowns in China in early 2020 delayed the manufacturing and delivery of vehicles, and future lockdowns could result in further delays or supply constraints. While we have entered into agreements for the supply of our vehicles and other components, there can be no assurance that we will be able to extend or renew these agreements on commercially reasonable terms, or at all, and that our suppliers will have sufficient resources to fulfill our orders or that the vehicles and components we receive will meet our quality specifications and be free from defects. Furthermore, suppliers may suffer from poor financial conditions, which can lead to business failure for the supplier, or consolidation within a particular industry, further limiting our ability to obtain sufficient quantities of vehicles and components on commercially reasonable terms.

New and changing tariffs, duties and taxes may apply in connection with the imports and exports of equipment and parts, and can negatively affect our cost structure and logistics planning. For example, changes in economic relations between the United States and China have, and may continue to result in, increased tariffs on vehicles imported from China. Further, customs authorities may challenge or disagree with our classifications or valuation of imports. Such challenges could result in tariff liabilities, including tariffs on past imports, as well as penalties and interest.

We rely on third-party insurance policies to insure us against vehicle-related risks and operations-related risks. If our insurance coverage is insufficient for the needs of our business or our premiums or deductibles become prohibitively expensive or if our insurance providers are unable to meet their obligations, we may not be able to mitigate the risks facing our business, which could adversely affect our business, financial condition and results of operations.

We rely on a limited number of third-party insurance providers for various policies, including, but not limited to, general liability, automobile liability, workers’ compensation, property, cyber liability, directors’ and officers’ liability, and an excess umbrella policy. These third-party policies are intended to cover various risks that we may face as our company continues to grow. Certain of these policies cover vehicle-related risks, such as

 

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bodily injury to riders or property damage caused by an alleged malfunction of a vehicle, loss or damage to vehicles in transit, and products liability claims made against vehicles sold in our retail business. Additionally, certain of these policies insure against operations-related risks. These risks may include those that are required by city regulators in order to be granted a permit, as well as to cover any indemnification and defense cost obligations in the event of a vehicle accident caused by city infrastructure. Additionally, we are required to insure against other operations-related risks regarding employee claims. For certain types of operations-related risks or future risks related to our new and evolving offerings, we may not be able to, or may choose not to, acquire insurance. In addition, we may not obtain enough insurance to adequately mitigate such operations-related risks or risks related to our new and evolving offerings, and we may have to pay high premiums or deductibles for the coverage we do obtain. Additionally, if any of our insurance providers becomes insolvent, it could be unable to pay any operations-related claims that we make. Certain losses may be excluded from insurance coverage including, but not limited to, losses caused by intentional act, pollution, contamination, virus, bacteria, terrorism, war, and civil unrest.

Due to the nature of our business, we may be subject to significant liability based on traffic accidents, injuries, or other incidents that are claimed to have been caused by our vehicles or riders using our vehicles. If the amount of one or more vehicle-related or operations-related claims were to exceed our applicable aggregate insurance coverage limits, we would bear the excess costs, in addition to the amounts already incurred in connection with deductibles. Additionally, because we are insured by third-party insurance providers, those providers may raise premiums in response to loss history and higher limit demands of regulators. Moreover, state and country regulators may alter vehicle definitions to require motor or rider liability coverage. Increasing the breadth of coverage and coverage limits would increase our insurance and claims expenses. Our business, financial condition, and results of operations could be adversely affected if (i) cost per claim, premiums, or the number of claims significantly exceeds our historical experience and coverage limits, (ii) we experience a claim in excess of our coverage limits, (iii) our insurance providers fail to pay on our insurance claims, (iv) we experience a claim for which coverage is not provided, (v) the number of claims under our deductibles differs from historic averages, or (vi) an insurance policy is canceled or non-renewed.

Illegal, improper, or inappropriate activity of riders could expose us to liability and harm our business, brand, financial condition, and results of operations.

Our success depends on rider activity and experience. As such, illegal, improper, or otherwise inappropriate activities by riders, including the activities of individuals who may have previously engaged with, but are not then receiving or providing services offered through, our software platform, including using our vehicles, or individuals who are intentionally impersonating riders could adversely affect our brand, business, financial condition, and results of operations. Some examples of illegal, improper, or inappropriate activity that could lead to liability include assault, theft, and reckless riding; improper parking of vehicles; unauthorized use of credit cards, debit cards, or bank accounts; sharing of user accounts; and other misconduct.

These types of behaviors could lead to accidents or injuries, negative publicity for us, and damage to our brand and reputation. Repeated inappropriate rider behavior could significantly impact our relationship with cities, which could adversely impact our ability to operate. Cities may limit the number of vehicles we are allowed to operate, suspend our service, and/or revoke our licenses. These behaviors could also lead our riders and partners to believe that our products are not safe, which would harm our reputation. Further, any negative publicity related to the foregoing, whether such incident occurred on our products and services, on our competitors’ platforms, or on any ridesharing platform, could adversely affect our reputation and brand or public perception of the ridesharing industry as a whole, which could negatively affect demand for platforms like ours, and potentially lead to increased regulatory or litigation exposure.

To protect against such risks, we have implemented various programs to anticipate, identify, and address risk of these activities, such as implementing a community mode to allow community flagging of bad actors in the Bird ecosystem, in-app messaging to outline local regulations to riders, and credit card pre-authorization to

 

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confirm user identity and minimize payment fraud. These measures may not adequately address or prevent all illegal, improper, or otherwise inappropriate activity by these parties from occurring in connection with our offerings. Furthermore, if these measures are too restrictive and inadvertently prevent qualified riders from using our offerings, or if we are unable to implement and communicate them fairly and transparently or are perceived to have failed to do so, the growth and retention of the number of riders on our platform and their utilization of our platform could be negatively impacted. Any of the foregoing risks could harm our business, financial condition and results of operations.

Exposure to product liability in the event of significant vehicle damage or reliability issues could harm our business, financial condition, and results of operations.

We have product liability exposure from our businesses. In our Sharing business, injured riders may claim that our vehicles malfunctioned during the course of their ride. Bird Platform partners may allege that vehicles sold to them were improperly designed or manufactured and that we should bear the responsibility for replacing those vehicles, and should be liable for any injuries occurring on those vehicles. In our retail business, a customer that purchases one of our vehicles and is injured may claim that the vehicle malfunctioned in some manner or was improperly designed or manufactured. In addition, although we take precautions and conduct training on maintenance and service of the vehicles, we rely on Fleet Managers and other service providers to maintain and repair vehicles and cannot always guarantee that they are properly completing repairs. Product liability actions can stem from allegations of defective design, defective manufacture, failure to warn of known defects, and improper vehicle maintenance. In addition, the battery packs in our products use lithium-ion cells. On rare occasions, lithium-ion cells can rapidly release the energy they contain by venting smoke and flames in a manner that can cause burns and other injuries or ignite nearby materials, as well as other lithium-ion cells. We take certain precautions to reduce the risks of such events, but we cannot guarantee that such events will not occur. While we carry general liability insurance to cover bodily injury and property damage caused by a vehicle malfunction in our Sharing business, and product liability insurance to insure against injuries sustained by riders on vehicles sold by us in our retail business, these claims may ultimately damage to our reputation, decrease vehicle sales, or decrease ridership, each of which could materially impact our business, financial condition, and results of operations.

Our metrics and estimates, including the key metrics included in this proxy statement/prospectus, are subject to inherent challenges in measurement, and real or perceived inaccuracies in those metrics may harm our reputation and negatively affect our business.

We regularly review and may adjust our processes for calculating our metrics used to evaluate our growth, measure our performance, and make strategic decisions. These metrics are calculated using internal company data and have not been evaluated by a third party. Our metrics may differ from estimates published by third parties or from similarly titled metrics of our competitors due to differences in methodology or the assumptions on which we rely, and we may make material adjustments to our processes for calculating our metrics in order to enhance accuracy, because better information becomes available or other reasons, which may result in changes to our metrics. Similarly, we may at times present claims and metrics about the emissions, or other sustainability, benefits of our products. The methodologies for determining these benefits are complex and continuously evolving, and there is not currently a single accepted industry standard for these calculations. The estimates and forecasts we disclose relating to the size and expected growth of our addressable markets may prove to be inaccurate. Even if the markets in which we compete meet the size estimates and growth we have forecasted, our business could fail to grow at similar rates, if at all. If investors or analysts do not consider our metrics to be accurate representations of our business, or if we discover material inaccuracies in our metrics, then our business, financial condition, and results of operations could be adversely affected.

 

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We rely on third-party payment processors to process payments made by users on our software platform and/or made to Fleet Managers and Bird Platform partners, and if we cannot manage our relationships with such third parties and other payment-related risks, our business, financial condition, and results of operations could be adversely affected.

We rely on a limited number of third-party payment processors to process transactions and payments made by riders and/or made to Fleet Managers and platform partners. If a third-party payment processor terminates its relationship with us or refuses to renew its agreement with us on mutually agreeable terms, we would need to find an alternative solution and may not be able to secure similar terms or find a proper replacement in a timely manner. Such transition to an alternative provider may also require significant time from our employees and necessitate the use of other limited resources. Additionally, the software and services provided by these third-party processors may not meet our expectations, contain vulnerabilities or errors, be otherwise compromised, or experience outages. Any of these risks could cause us to lose our ability to accept online payments or other payment transactions or make timely payments to Fleet Managers or platform partners, any of which could make our platform less convenient and attractive to riders and adversely affect our ability to attract and retain qualified Fleet Managers or Bird Platform partners.

Nearly all of our riders’ payments and Fleet Manager and Bird Platform partner payouts are made by credit card, by debit card or through third-party payment services, which subjects us to certain payment network or service provider operating rules, to certain regulations, and to the risk of fraud. We may in the future offer new payment options to riders that may be subject to additional operating rules, regulations, and risks. We may be also subject to a number of other laws and regulations relating to the payments we accept from our riders, including with respect to money laundering, money transfers, privacy, and information security. If we fail to comply with applicable rules and regulations, we may be subject to civil or criminal penalties, fines, or higher transaction fees, and may lose our ability to accept online payments or other payment card transactions, which could make our offerings less convenient and attractive to our users. If any of these events were to occur, our business, financial condition, and results of operations could be adversely affected.

For example, if we are deemed to be a money transmitter as defined by applicable regulation, we could be subject to certain laws, rules, and regulations enforced by multiple authorities and governing bodies in the United States and numerous state and local agencies who may define money transmitter differently. Certain states may have a more expansive view of who qualifies as a money transmitter. Additionally, outside of the United States, we could be subject to additional laws, rules, and regulations related to the provision of payments and financial services, and if we expand into new jurisdictions, the foreign regulations and regulators governing our business that we are subject to will expand as well. If we are found to be a money transmitter under any applicable regulation and we are not in compliance with such regulations, we may be subject to fines or other penalties in one or more jurisdictions levied by federal, state or local regulators, including state Attorneys General, as well as those levied by foreign regulators. In addition to fines, penalties for failing to comply with applicable rules and regulations could include criminal and civil proceedings, forfeiture of significant assets, or other enforcement actions. We could also be required to make changes to our business practices or compliance programs as a result of regulatory scrutiny.

For various payment options, we are required to pay fees such as interchange and processing fees that are imposed by payment processors, payment networks, and financial institutions. These fees are subject to increases, which could adversely affect our business, financial condition and results of operations. Additionally, our payment processors require us to comply with payment card network operating rules, which are set and interpreted by the payment card networks. The payment card networks could adopt new operating rules or interpret or re-interpret existing rules in ways that might prohibit us from providing certain offerings to some users, or be costly to implement or difficult to follow. Any of the foregoing risks could adversely affect our business, financial condition, and results of operations.

 

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The markets in which we operate are highly competitive, and competition represents an ongoing threat to the growth and success of our business.

Vehicle sharing is a highly competitive business, characterized by rapidly emerging new offerings and technologies and shifting rider needs. We have competitors in many different industries. Our competitors include other vehicle and/or ride sharing platforms such as Lime/Uber, Lyft, and Spin, among others. Some of our current and potential competitors have one or more advantages over us, either globally or in particular geographic markets, which include:

 

   

longer operating histories;

 

   

significantly greater financial, technical, marketing, research and development, manufacturing, and other resources;

 

   

greater experience within the industry;

 

   

stronger brand and consumer recognition regionally or worldwide;

 

   

a larger user base;

 

   

economies of scale and the ability to integrate or leverage synergies or compatibilities with other business units, brands, or products;

 

   

the capacity to leverage their marketing expenditures across a broader portfolio of products;

 

   

more substantial intellectual property of their own from which they can develop mobile applications and which may predate our intellectual property;

 

   

lower labor and development costs and better overall economies of scale;

 

   

greater platform-specific focus, experience, and expertise; and

 

   

broader global distribution and presence.

Our competitors may develop products, features or services that are similar to ours or that achieve greater acceptance, may undertake more far-reaching and successful product development efforts or marketing campaigns, or may adopt more aggressive pricing policies. Some competitors may gain a competitive advantage against us in areas where we operate, including by integrating competing platforms, applications or features into products they control; by making acquisitions; by making access to our products more difficult; or by making it more difficult to communicate with our riders. As a result, our competitors may acquire and engage riders or generate revenue at the expense of our own efforts, which may negatively affect our business and financial results. In addition, from time to time, we may take actions in response to competitive threats, but we cannot assure you that these actions will be successful or that they will not negatively affect our business and financial results.

Additionally, we may see competition from other form factors (e.g., autonomous vehicles). While we do not believe that true vehicle autonomy in cities poses a near- or medium-term risk, it could pose a risk to our business in the long term.

We rely on, and in some cases are expanding, our Bird Platform partnerships. Any failure by our partners to maintain vehicle quality, service levels or relationships with local government authorities, or material changes to labor classifications or franchise regulations, could have a negative impact on our reputation and business.

We rely upon our platform partners to operate their own micromobility business, which includes repairing, storing, charging, operating and deploying fleets of vehicles in certain designated locations. In addition, we depend on our platform partners to secure permits and maintain relationships with local government authorities to allow for the continued growth of their business. If our platform partners are unable to secure permits, face new or increasing regulation, or fail to adhere to new or existing laws and regulations established by local governments, our business and results of operations from our Bird Platform partner business could suffer. In addition, as we expand our Platform partnerships into new markets, regulatory bodies or courts may claim that we or our Platform partners are subject to additional requirements, or that our platform partnerships are subject to

 

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franchise disclosure laws and requirements. This could significantly increase the operational costs of our Platform partner business, as well as require additional employee attention to compliance with such laws, rules, or regulations.

We rely on distributors to distribute and sell our consumer products offerings to retailers.

In our Product Sales business, customers purchase our products through contracted distributors that purchase, store, sell and deliver our products to them. Contracts with distributors vary in terms of order size, minimum requirements, length and territory exclusivity. We depend on these distributors to act as intermediaries between us and the retailers who sell our products to end users. If we lose one or more of our significant distributors and cannot replace them in a timely manner or at all, our results of operation and financial condition may be adversely affected.

Using third parties for distribution exposes us to certain risks, including concentration risk, credit risk, and compliance risk. Distributors may sell products from third parties that compete with our products, and we may need to provide certain concessions to these distributors to create incentives for them to sell our products. Distributors may face financial difficulties, including bankruptcy, which could harm our collection of accounts receivables and our results of operations. Violations of the Foreign Corrupt Practices Act or similar laws by distributors or other related third parties could have a material adverse effect on our business. Failure to properly manage these risks related to our use of distributors and other third parties could have a material adverse effect on our sales, increase our expenses, and harm our competitive position.

If our vehicles, mobile applications, or other services have defects, the reputation and brand of our products and services could suffer, which could negatively impact the use of our products and services, and negatively impact our operating results and financial condition.

We believe that establishing and maintaining our brand is critical to attracting engagement with our products and services. Increasing awareness of our brand and recognition of our products and services is particularly important in connection with increasing our customer base. Our ability to promote our brand and increase recognition of our platform and services depends on our ability to provide high-quality products and services. If consumers do not perceive our products and services as safe and of otherwise high quality (including our vehicles, mobile applications, and maintenance and repair practices) or if we introduce new products and services that are not favorably received by them, then we may not succeed in building brand recognition and brand loyalty in the marketplace. If our vehicles or mobile applications have physical or other defects, have usability issues, or are subject to acts of vandalism, it could result in negative rider reviews, significant litigation or regulatory challenges, including personal injury or products liability claims, decreased usage of our platform and network of vehicles, and damage our brand. There can be no assurance we will be able to detect and fix all defects or vandalism in our products and services. In addition, globalizing and extending our brand and recognition of our products and services is costly and involves extensive management time to execute successfully, particularly as we expand our efforts to increase awareness of our brand, products, and services among a wider range of consumers. If we fail to increase and maintain brand awareness and consumer recognition of our products and services, our potential revenue could be limited, our costs could increase, and our business, operating results, and financial condition could suffer.

We may acquire other businesses, which could require significant management attention, disrupt our business, dilute stockholder value, and adversely affect our operating results.

As part of our business strategy, we have purchased, and may continue to purchase, the stock or assets of other entities. We continue to evaluate a wide array of potential strategic transactions, including acquisitions of businesses, new technologies, services, and other assets, and strategic investments that complement our business. For example, in July 2019 we acquired Scoot, a San Francisco-based micromobility operator, and in January 2020 we acquired Circ, a Berlin-based e-scooter sharing operator.

 

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Acquisitions involve numerous risks, which could harm our business and negatively affect our financial condition and results of operations. There is intense competition for suitable acquisition targets, which could increase acquisition costs and adversely affect our ability to consummate deals on favorable or acceptable terms. There is no assurance that the time and resources expended on pursuing a particular acquisition will result in a completed transaction, or that any completed transaction will ultimately be successful. Furthermore, if we do complete acquisitions, we may not ultimately strengthen our competitive position or achieve our goals, and our ability to bring to market successful products and services could be limited. In addition, acquisitions we do complete may not translate into successful business opportunities or provide us with other benefits, and we may not realize the anticipated benefits or synergies of a transaction. If we fail to successfully integrate our past or future acquisitions, or the technologies associated with such acquisitions, the revenue and operating results of the combined company could be adversely affected. Each integration process requires significant time and resources, and we may not be able to manage the process successfully. We may not successfully evaluate or utilize the acquired technology or other assets or accurately forecast the financial impact of an acquisition transaction, including accounting charges. We may encounter difficulties in retaining key employees or business partners of an acquired company. There may be transaction-related lawsuits or claims, or adverse market reaction to an acquisition. We may not determine the appropriate purchase price of acquired companies, which may lead to the potential impairment of intangible assets and goodwill acquired in the acquisitions. Additionally, we may have to pay cash, incur debt, or issue equity securities to pay for any such acquisition, each of which could affect our financial condition or the value of our capital stock, result in dilution to our equityholders, increase our fixed obligations, or require us to comply with covenants or other restrictions that would impede our ability to manage our operations. The direct costs of these acquisitions, as well as the resources required to evaluate, negotiate, integrate, and promote these acquisitions, may divert significant time and resources from the general operation of our business and require significant attention from management, all of which could disrupt the ordinary functioning of our business and adversely affect our operating results.

The global nature of our business may subject us to increased business and economic risks that could impact our financial results.

Although our business is based in California, our products and services are used by consumers in various locations around the United States and the globe, and we have expanded aggressively in both U.S. and international markets, which subjects us to a variety of risks inherent in doing business in an industry regulated at the local level both domestically and internationally, including:

 

   

risks related to compliance with a variety of local and international laws, governmental regulations, and licensing and permit processes, and unexpected changes in laws, regulatory requirements and enforcement;

 

   

maintaining our company culture across our locations;

 

   

difficulties in staffing and managing global operations and increased travel, infrastructure and legal compliance costs associated with multiple locations and marketplaces;

 

   

compliance with statutory equity requirements in certain international markets;

 

   

varying levels of Internet and mobile technology adoption and infrastructure;

 

   

competition from local incumbents that better understand the local market, may market and operate more effectively, and may enjoy greater local affinity or awareness;

 

   

localizing our products and services for each market, and uncertainty regarding the popularity of our products in various markets;

 

   

political, social and/or economic instability;

 

   

expanded privacy laws and rules in local and foreign jurisdictions, which can be burdensome to comply with and create additional enforcement risks;

 

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public health concerns or emergencies, such as the COVID-19 pandemic and other highly communicable diseases or viruses;

 

   

fluctuations in currency exchange rates;

 

   

U.S. and foreign government trade restrictions, tariffs and price or exchange controls;

 

   

higher levels of credit risk and payment fraud;

 

   

enhanced difficulties of integrating acquisitions;

 

   

reduced, nonexistent or unforeseeable protection for intellectual property rights in some countries; and

 

   

management of tax consequences.

Our limited experience in operating our business internationally increases the risk that any potential future expansion efforts that we may undertake may not be successful. We have experienced difficulties gaining traction with users and acceptance by regulators in certain markets we have entered, which has caused us, in some cases, to close down operations in those markets. If we invest substantial time and resources to expand our operations internationally and are unable to manage these risks effectively, our business, financial condition, and results of operations could be adversely affected. If we are unable to manage the complexity of our global operations successfully, our financial performance and operating results could suffer.

In addition, international expansion has increased our risks in complying with various laws and standards, including with respect to anti-corruption, anti-bribery, export controls, and trade and economic sanctions. We cannot assure you that our employees and agents will not take actions in violation of applicable laws, for which we may be ultimately held responsible. In particular, any violation of the applicable anti-corruption, anti-bribery, and similar laws could result in adverse media coverage, investigations, imposition of significant legal fees, loss of export privileges, severe criminal or civil sanctions, or suspension or debarment from U.S. government contracts, or substantial diversion of management’s attention, all of which could have an adverse effect on our reputation, brand, business, financial condition, and results of operations.

Our business is subject to interruptions, delays or failures resulting from earthquakes, other natural catastrophic events, geopolitical instability, war, terrorism, public health crises and other unexpected events.

Our services and operations, and the operations of our third-party technology providers, are vulnerable to damage or interruption from earthquakes, fires, winter storms, floods, power losses, telecommunications failures, terrorist attacks, acts of war, human errors, break-ins, and similar events. In particular, our U.S. headquarters and most of our employees are located in Southern California, a region known for seismic activity. In addition, any public health crises, such as the COVID-19 pandemic, other epidemics, political crises, such as terrorist attacks, war and other political instability, or other catastrophic events, whether in the United States or abroad, could cause disruptions to the Internet, our business, or the economy as a whole. For example, COVID-19 has led to certain business disruptions as described in our other risk factors, including travel bans and restrictions, and shelter in place orders that have resulted in declines in demand for our services, as well as adverse effects on users on our platform, our suppliers, and the economy, all of which have had and may continue to have an adverse effect on our business, financial condition and results of operations. In particular, acts of war or acts of terrorism, especially any directed at GPS signals, could have a material adverse impact on our business, operating results, and financial condition. The threat of terrorism and war and heightened security and military response to this threat, or any future acts of terrorism, may cause a redeployment of the satellites used in GPS or interruptions of the system. To the extent that such interruptions have an effect on sales of our products or services, this could have a material adverse effect on our business, results of operations, and financial condition. Our insurance coverage may be insufficient to compensate us for losses that may occur.

The impact of any natural disaster, act of terrorism or other disruption to us or our third-party providers’ abilities could result in decreased demand for our offerings or a delay in the provision of our offerings, which could adversely affect our business, financial condition and results of operations. All of the aforementioned risks may be further increased if our disaster recovery plans prove to be inadequate.

 

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The loss of one or more of our key personnel, or our failure to attract and retain other highly qualified personnel in the future, could harm our business.

Our success and ability to grow our business depends on the talents and efforts of highly skilled individuals. We devote significant resources to identifying, recruiting, hiring, integrating, training, developing, motivating and retaining highly skilled personnel. We may not be successful in attracting and retaining qualified personnel to fulfill our current or future needs and actions we have taken or may take in response to the impact of the COVID-19 pandemic on our business may harm our reputation or impact our ability to recruit qualified personnel in the future. Also, all of our U.S.-based employees, including our management team, work for us on an at-will basis, and there is no assurance that any such employee will remain with us. Our competitors may be successful in recruiting and hiring members of our management team or other key employees, and it may be difficult for us to find suitable replacements on a timely basis, on competitive terms, or at all. If we are unable to attract and retain the necessary personnel, particularly in critical areas of our business, we may not achieve our strategic goals.

We currently depend on the continued services and performance of our key personnel, including our executive team, business development team, product managers, engineers, and others. People with these skills are in high demand in Southern California, where our U.S. headquarters are located, and in various other jurisdictions where we operate, and we will continue to face increased competition for talent. To attract and retain top talent, we have had to offer, and we believe we will need to continue to offer, competitive compensation and benefits packages. Job candidates and existing personnel often consider the value of the equity awards they receive in connection with their employment. If the perceived value of our equity awards declines or we are unable to provide competitive compensation packages, it may adversely affect our ability to attract and retain highly qualified personnel, and we may experience increased attrition. Certain of our employees have received significant proceeds from sales of our equity in private transactions and many of our employees may receive significant proceeds from sales of our equity in the public markets, which may reduce their motivation to continue to work for us. We may need to invest significant amounts of cash and equity to attract and retain new employees and expend significant time and resources to identify, recruit, train, and integrate such employees, and we may never realize returns on these investments. If we are unable to effectively manage our hiring needs or successfully integrate new hires, our efficiency, ability to meet forecasts and employee morale, productivity, and retention could suffer, which could adversely affect our business, financial condition, and results of operations.

The impact of economic conditions, including the resulting effect on discretionary consumer spending, may harm our business and operating results.

Our performance is subject to economic conditions and their impact on levels of discretionary consumer spending. Some of the factors that have an impact on discretionary consumer spending include general economic conditions, unemployment, consumer debt, reductions in net worth, residential real estate and mortgage markets, taxation, energy prices, interest rates, consumer confidence, and other macroeconomic factors. Consumer preferences tend to shift to lower-cost alternatives during recessionary periods and other periods when disposable income is adversely affected. In such circumstances, consumers may not choose to use our products and services to get around, seeking alternative low-cost options. An economic downturn resulting in a prolonged recessionary period may have a further adverse effect on our revenue.

We may need additional capital, and we cannot be certain that additional financing will be available.

Historically, we have funded our operations and capital expenditures primarily through sales of our preferred stock and cash generated from our operations. To support our growing business, we must have sufficient capital to continue to make significant investments in our offerings. Although we currently anticipate that our available funds and cash flow from operations will be sufficient to meet our cash needs for the foreseeable future, we may require additional equity or debt financing, including by the issuance of securities. If we raise additional funds through the issuance of equity, equity-linked, or debt securities, those securities may

 

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have rights, preferences or privileges senior to the rights of our common stock, and our stockholders may experience dilution.

We evaluate financing opportunities from time to time, and our ability to obtain financing will depend, among other things, on our development efforts, business plans, operating performance, and the condition of the capital markets at the time we seek financing. Additionally, COVID-19 may impact our access to capital and make additional capital more difficult or available only on terms less favorable to us. We cannot assure you that additional financing will be available to us on favorable terms when required, or at all. If we are unable to obtain adequate financing or financing on terms satisfactory to us, when we require it, our ability to continue to support our business growth and to respond to business challenges could be significantly limited, and our business, financial condition, and results of operations could be adversely affected.

Our company culture has contributed to our success and if we cannot maintain this culture as we grow, our business could be harmed.

We believe that our company culture, which promotes authenticity, empathy, and support for others, has been critical to our success. We face a number of challenges that may affect our ability to sustain our corporate culture, including:

 

 

failure to identify, attract, reward, and retain people in leadership positions in our organization who share and further our culture, values, and mission;

 

 

the increasing size and geographic diversity of our workforce;

 

 

work-from-home policies implemented in light of the COVID-19 pandemic that may continue for most of our employee base for the foreseeable future;

 

 

the inability to achieve adherence to our internal policies and core values;

 

 

competitive pressures to move in directions that may divert us from our mission, vision, and values;

 

 

the continued challenges of a rapidly evolving industry;

 

 

the increasing need to develop expertise in new areas of business that affect us;

 

 

negative perception of our treatment of employees or our response to employee sentiment related to political or social causes or actions of management; and

 

 

the integration of new personnel and businesses from acquisitions.

From time to time, we may engage in workforce reductions in order to better align our operations with our strategic priorities, managing our cost structure or in connection with acquisitions. For example, in response to the effects of the COVID-19 pandemic on our business, we have taken certain cost-cutting measures, including lay-offs, which may adversely affect employee morale, our culture, and our ability to attract and retain employees. These actions may adversely affect our ability to attract and retain personnel and maintain our culture. If we are not able to maintain our culture, our business, financial condition, and results of operations could be adversely affected.

Risks Related to Bird’s Intellectual Property and Technology

Our user growth and engagement on mobile devices depend upon effective operation with mobile operating systems, networks, and standards that we do not control.

The substantial majority of our revenue is generated from our Sharing business, which requires use of our mobile application, which we refer to as the Bird App. There is no guarantee that popular mobile devices or application stores will continue to feature our mobile application, or that mobile device users will continue to use our products rather than competing products. We are dependent on the interoperability of the Bird App with

 

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popular mobile operating systems, networks, and standards that we do not control, such as the Android and iOS operating systems. Any changes, bugs, or technical issues in such systems, or changes in our relationships with mobile operating system partners, handset manufacturers, or mobile carriers, or in their terms of service or policies that degrade our products’ functionality, availability, reduce or eliminate our ability to distribute our products, give preferential treatment to competitive products, or charge fees related to the distribution of our products, could adversely affect the usage of the Bird App on mobile devices and revenue. Additionally, in order to deliver high-quality mobile products, it is important that our products work well with a range of mobile technologies, systems, networks, and standards that we do not control, and that we have good relationships with handset manufacturers and mobile carriers. We may not be successful in maintaining or developing relationships with key participants in the mobile ecosystem or in developing products that operate effectively with these technologies, systems, networks, or standards. In the event that it is more difficult for our users to access and use the Bird App on their mobile devices, or if our users choose not to access or use the Bird App on their mobile devices or use mobile products that do not offer access to the Bird App, our user growth and user engagement could be harmed. From time to time, we may also take actions regarding the distribution of our products or the operation of our business based on what we believe to be in our long-term best interests. Such actions may adversely affect our users and our relationships with the operators of mobile operating systems, handset manufacturers, mobile carriers, or other business partners, and there is no assurance that these actions will result in any benefits in the short or long term. In the event that our users are adversely affected by these actions or if our relationships with such third parties deteriorate, our user growth and engagement could be adversely affected and our business could be harmed.

Our business could be adversely impacted by changes in the Internet and mobile device accessibility of users and unfavorable changes in or our failure to comply with existing or future laws governing the Internet and mobile devices.

Our business depends on users’ access to our platform via a mobile device and the Internet. We may operate in jurisdictions that provide limited Internet connectivity, particularly as we expand internationally. Internet access and access to a mobile device are frequently provided by companies with significant market power that could take actions that degrade, disrupt, or increase the cost of users’ ability to access our platform. In addition, the Internet infrastructure that we and users of our software platform rely on in any particular geographic area may be unable to support the demands placed upon it. Any such failure in Internet or mobile device accessibility, even for a short period of time, could adversely affect our results of operations.

Moreover, we are subject to a number of laws and regulations specifically governing the Internet and mobile devices that are constantly evolving. Existing and future laws and regulations, or changes thereto, may impede the growth and availability of the Internet and online offerings, require us to change our business practices, or raise compliance costs or other costs of doing business. These laws and regulations, which continue to evolve, cover taxation, privacy and data protection, pricing, copyrights, distribution, mobile and other communications, advertising practices, consumer protections, the provision of online payment services, unencumbered Internet access to our offering, and the characteristics and quality of online offerings, among other things. Any failure, or perceived failure, by us to comply with any of these laws or regulations could result in damage to our reputation and brand a loss in business and proceedings or actions against us by governmental entities or others, which could adversely impact our results of operations.

We rely on third parties maintaining open marketplaces to distribute our application and provide the software we use in certain of our products and offerings. If such third parties interfere with the distribution of our products or offerings or with our use of such software, if we are unable to maintain a good relationship, or if marketplaces are unavailable for any prolonged period of time, our business will suffer.

Our mobile application is available for download to our users through Apple’s iOS platform and Google’s Android platform. A majority of our revenue is generated through our mobile application. We cannot assure you that the marketplaces through which we distribute our platform will maintain their current structures or that such

 

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marketplaces will not charge us fees to list our application for download. We believe that we have good relationships with each of Apple and Google. If we are not featured prominently on the Apple App Store and the Google Play Store, users may find it more difficult to discover our mobile applications, which would make it more difficult to generate significant revenue from them. We may also be required to spend significantly more on marketing campaigns to generate substantial revenue on these platforms. In addition, currently neither Apple nor Google charges a publisher when it features one of its apps. If either Apple or Google were to charge publishers to feature an app, it could cause our marketing expenses to increase considerably. Accordingly, any change or deterioration in our relationship with either Apple or Google could materially harm our business and likely cause the fair market value of our stock to decline.

We also rely on the continued functioning of the Apple App Store and the Google Play Store. In the past, these digital storefronts have been unavailable for short periods of time or experienced issues with their in-app purchasing functionality. If either of these events recurs on a prolonged basis or other similar issues arise that impact our ability to generate revenue from these storefronts, it would have a material adverse effect on our revenue and operating results. In addition, if these storefront operators fail to provide high levels of service, our end users’ ability to access our mobile applications may be interrupted which may adversely affect our users’ confidence in our products and our brand.

The operators of digital storefronts on which we publish our mobile application in many cases have the unilateral ability to change and interpret the terms of our contract with them.

We distribute our mobile application through direct-to-consumer digital storefronts, for which the distribution terms and conditions are often “click-through” agreements that we are not able to negotiate with the storefront operator. For example, we are subject to each of Apple’s and Google’s standard click-through terms and conditions for application developers, which govern the promotion, distribution, and operation of applications, including our mobile applications, on their storefronts. Each of Apple and Google can unilaterally change their standard terms and conditions with no prior notice to us. Any changes in the future that impact our revenue could materially harm our business, and we may not receive advance warning of such change.

In addition, the agreement terms can be vague and subject to variable interpretation by the storefront operator, who acts unilaterally to enforce such terms. Each of Apple and Google have the right to prohibit a developer from distributing its applications on its storefront if the developer violates its standard terms and conditions. If Apple or Google or any other storefront operator determines in its interpretation that we are violating its standard terms and conditions, or prohibits us from distributing our app on its storefront, our business, financial condition, and results of operations would be adversely affected.

We may be parties to intellectual property rights claims and other litigation that are expensive to support, and if resolved adversely, could have a significant impact on us and our stockholders.

Companies in the technology industry such as ours own large numbers of copyrights, trademarks, patents, domain names, and trade secrets and frequently enter into litigation based on allegations of infringement, misappropriation or other violations of intellectual property or other rights. As we face increasing competition and gain an increasingly high profile, the possibility of intellectual property rights claims against us grows. In addition, we use open source software in our website and mobile applications and expect to continue to use open source software in the future. From time to time, we may face claims from companies that incorporate open source software into their products, claiming ownership of, or demanding release of, the source code, the open source software and/or derivative works that were developed using such software, or otherwise seeking to enforce the terms of the applicable open source license, including by altering the terms on which we license our software to others.

Our technologies may not be able to withstand any third-party claims or rights against their use. The costs of supporting such litigation and disputes is considerable, and there can be no assurances that a favorable outcome

 

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will be obtained. We also may be required to settle such litigation and disputes on terms that are unfavorable and costly to us. The terms of any settlement or judgment may require us to cease some or all of our operations and/or pay substantial amounts to the other party. With respect to any intellectual property rights claim, we may have to seek a license to continue practices found to be in violation of a third party’s rights, which may not be available on reasonable terms or at all and may significantly increase our operating expenses. Our business and results of operations could be materially and adversely affected as a result.

If we are unable to protect our intellectual property, the value of our brand and other intangible assets may be diminished, and our business may be adversely affected.

We rely and expect to continue to rely on a combination of confidentiality, invention assignment, and license agreements with our employees, consultants, and third parties with whom we have relationships, as well as applicable trademark, copyright, patent, and trade secret protection laws, to protect our proprietary rights. In the United States and various other countries, we have filed various applications for registration of certain aspects of our intellectual property. However, third parties may knowingly or unknowingly infringe our proprietary rights, third parties may challenge proprietary rights held by us, pending and future copyright, trademark, and patent applications may not be approved and we may not be able to prevent infringement without incurring substantial expense. In addition, others may be able to claim priority and begin use of intellectual property to our detriment. If the protection of our proprietary rights is inadequate to prevent use or appropriation by third parties, the value of our brand and other intangible assets may be diminished and competitors may be able to more effectively mimic our service and methods of operations. Any of these events could have a material adverse effect on our business, financial condition, and results of operations.

Any significant disruption in our services or in our information technology systems could result in a loss of users or harm our business.

Our reputation and ability to attract and retain users and grow our business depends on our ability to operate our service at high levels of reliability, scalability and performance. Interruptions in these systems, whether due to system failures, computer viruses, or physical or electronic break-ins, could affect the security or availability of our mobile applications. Problems with the reliability or security of our mobile applications, and our internal information technology systems would harm our reputation, and the cost of remedying these problems could negatively affect our business, financial condition, and results of operations.

Damage to, or failure of, our systems or interruptions or delays in service from our third-party cloud service platforms could impair the delivery of our service and harm our business.

Any damage to, or failure of, our systems generally could result in interruptions in our service. In addition, we are heavily dependent on third-party cloud service providers for hosting our data. Any damage to, or failure of, our systems generally or those of our third-party providers’ hosting facilities, including as a result of unsuccessful or delayed data transfers, could result in interruptions in our service, which could cause our users and potential users to believe that our service is unreliable, and could accordingly negatively affect our business, financial condition and results of operations.

Our service relies on GPS and other Global Satellite Navigation Systems (“GNSS”).

GPS is a satellite-based navigation and positioning system consisting of a constellation of orbiting satellites. The satellites and their ground control and monitoring stations are maintained and operated by the U.S. Department of Defense, which does not currently charge users for access to the satellite signals. These satellites and their ground support systems are complex electronic systems subject to electronic and mechanical failures and possible sabotage. The satellites were originally designed to have lives of 7.5 years and are subject to damage by the hostile space environment in which they operate. However, of the current deployment of satellites in place, some have been operating for more than 20 years.

 

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To repair damaged or malfunctioning satellites is currently not economically feasible. If a significant number of satellites were to become inoperable, there could be a substantial delay before they are replaced with new satellites. A reduction in the number of operating satellites may impair the current utility of the GPS system and the growth of current and additional market opportunities. GPS satellites and ground control segments are being modernized. GPS modernization software updates can cause problems with GPS functionality. We depend on public access to open technical specifications in advance of GPS updates.

GPS is operated by the U.S. government. If U.S. policy were to change, and GPS were no longer supported by the U.S. government, or if user fees were imposed, there could be a material adverse effect on our business, results of operations, and financial condition.

Some of our products also use signals from Satellite Based Augmentation Systems (“SBAS”) that augment GPS, such as the U.S. Wide Area Augmentation System, Japanese MTSAT-based Satellite Augmentation System, and European Geostationary Navigation Overlay Service. Any curtailment of SBAS operating capability could result in decreased user capability for our products and services, thereby impacting our markets.

Other countries, including China and India, are in the process of creating their own GNSS systems, and we either have developed or may develop products which use GNSS signals from these systems. The European community is developing an independent radio navigation satellite system, known as Galileo. National or European authorities may provide preferential access to signals to companies associated with their markets, including our competitors, which could harm our competitive position. Use of non-U.S. GNSS signals may also be subject to Federal Communications Commission waiver requirements and to restrictions based upon international trade or geopolitical considerations. If we are unable to develop timely and competitive commercial products using these systems, or obtain timely and equal access to service signals, it could result in lost revenue. Any of the foregoing factors could affect the operability of our products and services.

Computer malware, viruses, hacking, and phishing attacks, and spamming could harm our business and results of operations.

Computer malware, viruses, and computer hacking and phishing attacks have become more prevalent in our industry and may occur on our systems or the systems of our vendors in the future. Though it is difficult to determine what, if any, harm may directly result from any specific interruption or attack, any failure to maintain performance, reliability, security, and availability of our products and technical infrastructure may harm our reputation and our ability to retain existing users and attract new users.

Systems failures and resulting interruptions in the availability of our website, applications, platform, or offerings could adversely affect our business, financial condition, and results of operations.

Our systems, or those of third parties upon which we rely, may experience service interruptions or degradation because of hardware and software defects or malfunctions, distributed denial-of-service and other cyberattacks, human error, earthquakes, hurricanes, floods, fires, natural disasters, power losses, disruptions in telecommunications services, fraud, military or political conflicts, terrorist attacks, computer viruses, ransomware, malware, or other events. Our systems also may be subject to break-ins, sabotage, theft and intentional acts of vandalism, including by our own employees which may result in loss of material trade secrets or confidential information as well as potential liability. Some of our systems are not fully redundant and our disaster recovery planning may not be sufficient for all eventualities. Our business interruption insurance may not be sufficient to cover all of our losses that may result from interruptions in our service as a result of systems failures and similar events.

We have experienced and will likely continue to experience system failures and other events or conditions from time to time that interrupt the availability or reduce or affect the speed or functionality of our offerings. These events have resulted in, and similar future events could result in, losses of revenue. A prolonged

 

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interruption in the availability or reduction in the availability, speed, or other functionality of our offerings could adversely affect our business and reputation and could result in the loss of users. Moreover, to the extent that any system failure or similar event results in harm or losses to the users using our platform, we may make voluntary payments to compensate for such harm or the affected users could seek monetary recourse or contractual remedies from us for their losses and such claims, even if unsuccessful, would likely be time-consuming and costly for us to address.

Risks Related to Laws and Regulations

Action by governmental authorities to restrict access to our products and services in their localities could substantially harm our business and financial results.

The shared micromobility industry is relatively nascent, rapidly evolving and increasingly regulated. Government authorities have, and may continue to seek to limit the use of our products and services in certain areas, restrict access entirely, or impose other restrictions that may affect the accessibility of our products and services for an extended period of time or indefinitely. In order to remain in good standing with government authorities and continue operating our fleets, we must adhere to evolving regulations, limitations, vehicle caps, enforced parking zones, among other restrictions in the cities in which we operate. From time to time, we may be required to compete with other micromobility operators in a Request for Proposal or similar permitting/licensing application process to gain long-term access to a particular market. Failure to win or renew a permit/license may result in a shutdown of existing operations within that market. In addition, government authorities may seek to restrict user access to our products and services if they consider us to be in violation of their laws or a threat to public safety or for other reasons, and certain of our products and services have been restricted by governments from time to time. In the event that access to our products or services is restricted, in whole or in part, or other restrictions are imposed on our products or services, or our competitors are able to successfully penetrate new geographic markets or capture a greater share of existing geographic markets that we cannot access or where we face other restrictions, our ability to retain or increase our user base and user engagement may be adversely affected, we may not be able to maintain or grow our revenue as anticipated, and our financial results could be adversely affected.

Government regulation of the Internet and user privacy is evolving and negative changes could substantially harm our business and operating results.

We are subject to various business regulations and laws, including regulations and laws specifically governing the Internet and user privacy, including the processing and storage of personal information. Existing and future regulations and laws could impede the growth of the Internet or other online services. These regulations and laws may involve taxation, tariffs, data protection, content, copyrights, distribution, electronic contracts and other communications, consumer protection and the characteristics and quality of services, any of which may substantially harm our business, financial condition and results of operations.

The European Union has recently implemented significant reforms to its data protection legal framework, which result in a greater compliance burden for companies with users in Europe, and which contemplates significant fines and penalties for noncompliance. Various other government and consumer agencies are likewise considering proposals for new regulation and changes in industry practices, which may be inconsistent with the laws of other jurisdictions. The interpretation and application of consumer and data protection laws in the United States, Europe and other jurisdictions where we operate or where our users are based can be uncertain and are in flux. In addition, it is possible that these laws may be interpreted and applied in a manner that is inconsistent with our interpretation and data practices. If so, in addition to the possibility of fines, this could result in an order requiring that we change our data practices, which could have an adverse effect on our business and results of operations. The increased compliance burden resulting from these uncertainties and changes in law may result in a material increase to our legal and operations costs, particularly if we are required to change our business practices, and may have a material adverse effect on our business.

 

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The European Union adopted the General Data Protection Regulation (the “GDPR”) in 2016, and it became effective in May 2018. The GDPR applies extraterritoriality and imposes stringent requirements for controllers and processors of personal data. Such requirements include higher consent standards to process personal data, robust disclosures regarding the use of personal data, strengthened individual data rights, data breach requirements, limitations on data retention, strengthened requirements for special categories of personal data and pseudonymized (i.e., key-coded) data, and additional obligations for contracting with service providers that may process personal data. The GDPR further provides that E.U. member states may institution additional laws and regulations impacting the processing of personal data, including (i) special categories of personal data (e.g., racial or ethnic origin, political opinions, and religious or philosophical beliefs) and (ii) profiling of individuals and automated individual decision-making. Such additional laws and regulations could limit our ability to use and share personal or other data, thereby increasing our costs and harming our business and financial condition. Non-compliance with the GDPR (including any non-compliance by any acquired business) is subject to significant penalties, including fines of up to the greater of €20 million and 4% of total worldwide revenue, and injunctions against the processing of personal data. Other jurisdictions outside the European Union are similarly introducing or enhancing privacy and data security laws, rules, and regulations, which will increase our compliance costs and the risks associated with non-compliance. For example, the California Consumer Privacy Act (the “CCPA”), which provides new data privacy rights for consumers and new operational requirements for businesses, went into effect in January 2020. The CCPA includes a statutory damages framework and private rights of action against businesses that fail to comply with certain CCPA terms or implement reasonable security procedures and practices to prevent data breaches. In addition, California passed the California Privacy Rights and Enforcement Act of 2020 (“CPRA”) in November 2020, which further expands the CCPA with additional data privacy compliance requirements that may impact our business, and establishes a regulatory agency dedicated to enforcing those requirements.

These laws may lead other states to pass comparable legislation, with potentially greater penalties, and more rigorous compliance requirements relevant to our business. The effects of the CPRA, the CCPA, and other similar state or federal laws, are significant and may require us to modify our data processing practices and policies and to incur substantial costs and potential liability in an effort to comply with such legislation. Additionally, the CCPA and other legal and regulatory changes are making it easier for certain individuals to opt-out of having their personal data processed and disclosed to third parties through various opt-out mechanisms, which could result in an increase to our operational costs to ensure compliance with such legal and regulatory changes. In recent years, there has also been an increase in attention to and regulation of data protection and data privacy across the globe, including in the United States with the increasingly active approach of the Federal Trade Commission (“FTC”) to enforcing data privacy under the FTC Act Section 5 of the Unfair and Deceptive Acts framework.

Any failure or perceived failure by us to comply with our posted privacy policies, our privacy-related obligations to users or other third parties, or any other legal obligations or regulatory requirements relating to privacy, data protection or information security may result in governmental investigations or enforcement actions, litigation, claims or public statements against us by consumer advocacy groups or others and could result in significant liability, cause our users to lose trust in us, and otherwise materially and adversely affect our reputation and business. Furthermore, the costs of compliance with, and other burdens imposed by, the laws, regulations, and policies that are applicable to the businesses of our users may limit the adoption and use of, and reduce the overall demand for, our platform. Additionally, if third parties we work with violate applicable laws, regulations, or agreements, such violations may put our users’ data at risk, could result in governmental investigations or enforcement actions, fines, litigation, claims, or public statements against us by consumer advocacy groups or others and could result in significant liability, cause our users to lose trust in us and otherwise materially and adversely affect our reputation and business. Further, public scrutiny of, or complaints about, technology companies or their data handling or data protection practices, even if unrelated to our business, industry or operations, may lead to increased scrutiny of technology companies, including us, and may cause government agencies to enact additional regulatory requirements, or to modify their enforcement or investigation activities, which may increase our costs and risks.

 

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Additionally, certain actions of our users that are deemed to be a misuse of or unauthorized disclosure of another user’s personal data could negatively affect our reputation and brand and impose liability on us. The safeguards we have in place may not be sufficient to avoid liability on our part or avoid harm to our reputation and brand, especially if such misuse or unauthorized disclosure of personal data was high profile, which could adversely affect our ability to expand our user base, and our business and financial results.

Our business, including our ability to operate and expand internationally, could be adversely affected if laws or regulations are adopted, interpreted, or implemented in a manner that is inconsistent with our current business practices and that require changes to these practices, the design of our features, websites, mobile applications, or our privacy policies. Furthermore, our business could be harmed by any significant change to applicable laws, regulations or industry practices or the requirements of platform providers regarding the use or disclosure of data our users choose to share with us, age verification, underage users or the manner in which the express or implied consent of users for such use and disclosure is obtained. Such changes may require us to modify our websites and mobile applications features and advertising practices, possibly in a material manner, and may limit our ability to use the data that our users share with us as well as our ability to monetize our products. In addition, any failure by us to comply with such regulations could result in our incurrence of material liabilities.

We collect, store, process and use personal information and other customer data, which subjects us to governmental regulation and other legal obligations related to privacy, information security, and data protection, and our actual or perceived failure to comply with such obligations could harm our business.

We collect, store, process and use personal information and other user data. Our users’ personal information may include, among other information, names, addresses, phone numbers, email addresses, payment account information, age, gender, GPS-based location, and activity patterns. Due to the volume and types of the personal information and data we manage and the nature of our products and applications, the security features of our platform and information systems are critical. If our security measures or applications are breached, disrupted or fail, unauthorized persons may be able to obtain access to user data. If we or our third-party service providers or business partners were to experience a breach, disruption or failure of systems compromising our users’ data or the media suggested that our security measures or those of our third-party service providers were insufficient, our brand and reputation could be adversely affected, use of our products and services could decrease, and we could be exposed to a risk of loss, litigation, and regulatory proceedings. Depending on the nature of the information compromised, in the event of a data breach, disruption or other unauthorized access to our user data, we may also have obligations to notify users about the incident and we may need to provide some form of remedy for the individuals affected by the incident. A growing number of legislative and regulatory bodies have adopted consumer notification requirements in the event of unauthorized access to or acquisition of certain types of personal data. Such breach notification laws continue to evolve and may be inconsistent from one jurisdiction to another. Complying with these obligations could cause us to incur substantial costs and could increase negative publicity surrounding any incident that compromises user data. Our users may also accidentally disclose or lose control of their passwords, creating the perception that our systems or those of our third-party service providers are not secure against third-party access. Additionally, if third parties we work with, such as vendors, business partners, service providers, or developers, violate applicable laws, agreements, or our policies, or experience security breaches that affect our user information, such violations or breaches may also put our users’ information at risk and could in turn have an adverse effect on our business. While we maintain insurance coverage that, subject to policy terms and conditions and a significant self-insured retention, is designed to address certain aspects of cyber risks, such insurance coverage may be insufficient to cover all losses or all types of claims that may arise in the continually evolving area of cyber risk.

Expansion of products or services could subject us to additional laws and regulations, and any actual or perceived failure by us to comply with such laws and regulations or manage the increased costs associated with such laws or regulations could adversely affect our business, financial condition, or results of operations.

Laws and regulations are continuously evolving, and compliance is costly and can require changes to our business practices and significant management time and effort. It is not always clear how existing laws apply to

 

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our business model. We strive to comply with all applicable laws, but the scope and interpretation of the laws that are or may be applicable to us is often uncertain and may conflict across jurisdictions. As we enter new businesses or introduce new lines of business, we may be subjected to ambiguous or broad laws and regulations which could adversely affect our operational costs.

We are regularly subject to claims, lawsuits, government investigations, and other proceedings that may adversely affect our business, financial condition, and results of operations.

We are regularly subject to claims, lawsuits, arbitration proceedings, government investigations, and other legal and regulatory proceedings in the ordinary course of business, including those involving personal injury, property damage, worker classification, labor and employment, anti-discrimination, commercial disputes, competition, consumer complaints, intellectual property disputes, compliance with regulatory requirements, securities laws, and other matters, and we may become subject to additional types of claims, lawsuits, government investigations, and legal or regulatory proceedings as our business grows and as we deploy new offerings, including proceedings related to our acquisitions, securities issuances, or business practices. We are now subject to, and defending, consolidated proceedings alleging that individuals who previously provided services as mechanics and chargers were misclassified as independent contractors in violation of the California Labor Code and wage laws.

The results of any such claims, lawsuits, arbitration proceedings, government investigations, or other legal or regulatory proceedings cannot be predicted with certainty. Any claims against us, whether meritorious or not, could be time-consuming, result in costly litigation, be harmful to our reputation, require significant management attention, and divert significant resources. Determining reserves for our pending litigation is a complex and fact-intensive process that requires significant subjective judgment and speculation. It is possible that a resolution of one or more such proceedings could result in substantial damages, settlement costs, fines, and penalties that could adversely affect our business, financial condition, and results of operations. These proceedings could also result in harm to our reputation and brand, sanctions, consent decrees, injunctions, or other orders requiring a change in our business practices. Any of these consequences could adversely affect our business, financial condition, and results of operations. Furthermore, under certain circumstances, we have contractual and other legal obligations to indemnify and to incur legal expenses on behalf of our business and commercial partners and current and former directors and officers.

A determination in, or settlement of, any legal proceeding, whether we are party to such legal proceeding or not, that involves our industry, could harm our business, financial condition, and results of operations. For example, we are now defending proceedings that allege that individuals who previously provided services to us as chargers (and additional individuals who provided services as mechanics) were misclassified as independent contractors in violation of the California Labor Code and wage laws. The costs associated with an adverse outcome in that litigation, or in defending, settling, or resolving those proceedings, may be material to our business. Further, a determination that classifies a fleet-manager equivalent at a competitor as an employee, whether we are party to such determination or not, could cause us to incur significant expenses or require substantial changes to our business model.

In addition, we regularly include arbitration provisions in our terms of service with users on our platform. These provisions are intended to streamline the dispute resolution process for all parties involved, as arbitration can in some cases be faster and less costly than litigating disputes in state or federal court. However, arbitration may become more costly for us or the volume of arbitration may increase and become burdensome, and the use of arbitration provisions may subject us to certain risks to our reputation and brand, as these provisions have been the subject of increasing public scrutiny. In order to minimize these risks to our reputation and brand, we may limit our use of arbitration provisions or be required to do so in a legal or regulatory proceeding, either of which could increase our litigation costs and exposure.

Further, with the potential for conflicting rules regarding the scope and enforceability of arbitration on a state-by-state basis, as well as between state and federal law, there is a risk that some or all of our arbitration

 

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provisions could be subject to challenge or may need to be revised to exempt certain categories of protection. If our arbitration agreements were found to be unenforceable, in whole or in part, or specific claims are required to be exempted from arbitration, we could experience an increase in our costs to litigate disputes and the time involved in resolving such disputes, and we could face increased exposure to potentially costly lawsuits, each of which could adversely affect our business, financial condition, and results of operations.

We have faced and are likely to continue to face lawsuits from local governmental entities, municipalities, and private citizens related to the conduct of our business.

We have been, and continue to be, subject to litigation and other actions brought by governmental entities, municipalities and private citizens alleging a variety of causes of actions, among other things, failure to operate with proper local permits, public nuisance and trespass related to the placements of our vehicles on public and private property, interfering with others’ use and enjoyment of, and access to, public and private property, and personal injuries and property damages caused by riders of our vehicles. The defense of these matters has and could continue to significantly increase our operating expenses. In addition, if we are determined to have violated applicable law or regulation, or we settle or compromise these disputes, we may become required to change our operations or services in certain markets or globally, to change material components of our business strategy, to cease operations in one or more markets, and/or to pay substantial damages or fines. In the event that we were required to take one or more such actions, our business, prospects, operating results and financial condition could be materially adversely affected. In addition, any litigation or claims, whether or not valid, could result in substantial costs, negative publicity, and diversion of resources and management attention.

We are subject to various existing and future environmental health and safety laws and regulations that could result in increased compliance costs or additional operating costs and restrictions. Failure to comply with such laws and regulations may result in substantial fines or other limitations that could adversely impact our financial results or operations.

Our company and our operations, as well as our contractors, suppliers, and customers are subject to various domestic and international environmental laws and regulations, including laws related to the generation, storage, transportation, and disposal of hazardous substances and wastes as well as electronic wastes and hardware, whether hazardous or not. We or others in our supply chain may be required to obtain permits and comply with procedures that impose various restrictions and operations that could have adverse effects on our operations. If key permits and approvals cannot be obtained on acceptable terms, or if other operational requirements cannot be met in a manner satisfactory for our operations or on a timeline that meets out commercial obligations, it may adversely impact our business.

Environmental and health and safety laws and regulations can be complex and may be subject to change, such as through new regulations enacted at the supranational, national, sub-national, and/or local level or new or modified regulations that may be implemented under existing law. The nature and extent of any changes in these laws, rules, regulations, and permits may be unpredictable and may have material effects on our business. Future legislation and regulations or changes in existing legislation and regulations, or interpretations thereof, including those relating to electronic waste, could cause additional expenditures, restrictions, and delays in connection with our operations as well as other future projects, the extent of which cannot be predicted.

Further, we rely on third parties to ensure compliance with certain environmental laws, including those related to the disposal of wastes, such as electronic wastes, to include end-of-life disposal or recycling. Any failure to properly handle or dispose of wastes, regardless of whether such failure is ours or our contractors, may result in liability under environmental laws, including, but not limited to the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), under which liability may be imposed without regard to fault or degree of contribution for the investigation and clean-up of contaminated sites, as well as impacts to human health and damages to natural resources. The costs of liability with respect to contamination could have a material adverse effect on our business, financial condition, or results of operations. Additionally, we may not be

 

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able to secure contracts with third parties and contractors to continue their key supply chain and disposal services for our business, which may result in increased costs for compliance with environmental laws and regulations.

Separately, our company and our operations are subject to an increasing number of laws and regulations regarding Environmental, Social and Governance (“ESG”) matters. For example, the FTC has published guidance, the FTC “Green Guides,” regarding the marketing of products or services as using renewable energy or resulting in carbon offsets. We may also be subject to various supply chain requirements regarding, among other things, conflict minerals and labor practices. We may be required to incur substantial costs to comply with these requirements, and the failure to comply may result in substantial fines or other penalties that may adversely impact our business, financial condition, or results of operations.

Risks Related to Bird’s Financial Results

Our ability to utilize historic losses to offset income in future years may be limited, including as a result of significant changes in our shareholder base or as a result of acquisition activity.

As of December 31, 2020, we had $659.4 million of U.S. federal net operating losses (“NOLs”), $465.0 million of state NOLs and $301.3 million of foreign NOLs available to reduce future taxable income. Our U.S. Federal NOLs will begin to expire in 2037, our state NOLs will begin to expire in 2037, and our foreign NOLs are subject to various expiration dates. The Tax Cuts and Jobs Act, as modified by the Coronavirus Aid, Relief, and Economic Security Act, includes changes to the rules governing NOLs. For NOLs arising in tax years after December 31, 2017, the Tax Cuts and Jobs Act limits a taxpayer’s ability to use NOLs to 80% of taxable income (as calculated before taking the NOLs into account) for tax years beginning after December 31, 2020. In addition, NOLs arising in tax years 2018, 2019, and 2020 are subject to a five-year carryback and indefinite carryforward, while NOLs arising in tax years beginning after December 31, 2020 also are subject to indefinite carryforward but cannot be carried back. Our NOLs may also be subject to limitations in other jurisdictions. For example, California recently enacted legislation suspending the use of NOLs for taxable years 2020, 2021, and 2022 for many taxpayers. New Bird’s ability to use these NOLs and other tax attributes to reduce future taxable income following the Business Combination depends on many factors, including its future income, which cannot be assured. In future years, if and when a net deferred tax asset is recognized related to our NOLs, the changes in the carryforward/carryback periods, as well as the new limitation on use of NOLs, may significantly impact our valuation allowance assessments for NOLs generated after December 31, 2017.

Additionally, under Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”), if a corporation undergoes an “ownership change,” the corporation’s ability to use its pre-change NOLs to offset its post-change income may be limited. In general, an “ownership change” will occur if there is a cumulative change in our ownership by “5-percent shareholders” that exceeds 50 percentage points over a rolling three-year period. Similar rules may apply under state tax laws. Our ability to use NOLs to reduce future taxable income and liabilities may be subject to annual limitations as a result of prior ownership changes and ownership changes that may occur in the future by way of the Acquisition Merger or otherwise. As a result, even if we earn net taxable income in the future, our ability to use Bird’s NOLs and other tax attributes to reduce such taxable income or tax liability may be subject to limitation, which could potentially result in increased future income tax liability for us.

We are exposed to fluctuations in currency exchange rates.

We conduct a portion of our business in currencies other than the U.S. dollar but report our financial results in U.S. dollars. As a result, we face exposure to fluctuations in currency exchange rates. As exchange rates vary, revenue, cost of revenue, exclusive of depreciation and amortization, operating expenses, other income and expense, and assets and liabilities, when translated, may also vary materially and thus affect our overall financial results.

 

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Unanticipated changes in our income tax rates or exposure to additional tax liabilities may affect our future financial results.

Our future effective income tax rates may be favorably or unfavorably affected by unanticipated changes in the valuation of our deferred tax assets and liabilities, or by changes in tax laws or their interpretation. Determining our worldwide provision for income taxes requires significant judgments. The estimation process and applicable laws are inherently uncertain, and our estimates are not binding on tax authorities. Our effective tax rate could also be adversely affected by a variety of factors, many of which, such as possible changes to U.S. or foreign tax laws, are beyond our control. In addition, we are subject to the possible examination of our income tax returns by the U.S. Internal Revenue Service and other tax authorities.

We must charge, collect, and/or pay taxes other than income taxes, such as payroll, value-added, sales and use, property and goods and services taxes, in both U.S. and foreign jurisdictions. If tax authorities assert that we have a taxable nexus in a jurisdiction, they may seek to impose past as well as future tax liability and/or penalties. Any such impositions could also cause significant administrative burdens and decrease our future sales. Moreover, state and federal legislatures have been considering various initiatives that could change our tax position regarding sales and use taxes.

In December 2017, the Tax Cuts and Jobs Act was enacted into law resulting in significant changes to U.S. federal income taxation law, including changes to the U.S. federal income taxation of corporations, including us, and changes to the U.S. federal income taxation of stockholders in U.S. corporations, including investors in our common stock. A shift in U.S. administration has impacted, and may in the future impact, U.S. federal income taxation of corporations, which could materially affect our results of operations.

Finally, as we change our international operations, adopt new products and new distribution models, implement changes to our operating structure, or undertake intercompany transactions in light of changing tax laws, our tax expense could increase.

Risks Related to Bird Being a Public Company

New Bird will qualify as an “emerging growth company” and a smaller reporting company, and the reduced disclosure requirements applicable to “emerging growth companies” and smaller growth companies may make its securities less attractive to investors.

New Bird will qualify as an “emerging growth company,” as defined in Section 2(a)(19) of the Securities Act. For as long as New Bird continues to be an emerging growth company, it may choose to take advantage of certain exemptions and relief from various reporting requirements that are applicable to other public companies, including, but not limited to: (i) not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act (“Section 404”); (ii) reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements; and (iii) exemptions from the requirements of holding nonbinding advisory votes on executive compensation and stockholder approval of any golden parachute payments not previously approved. New Bird will remain an emerging growth company until the last day of the fiscal year ending after the fifth anniversary of the effectiveness of the registration statement of which this proxy statement/prospectus forms a part, though it may cease to be an emerging growth company earlier if (1) it has more than $1.07 billion in annual gross revenue, (2) it qualifies as a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act, or (3) it issues, in any three-year period, more than $1.0 billion in non-convertible debt securities held by non-affiliates. New Bird currently intends to take advantage of each of the reduced reporting requirements and exemptions described above. As a result, New Bird securityholders may not have access to certain information they may deem important.

Further, the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended

 

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transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. New Bird has elected, and expects to continue to elect, not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, New Bird, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of New Bird’s financial statements with another public company, which is neither an emerging growth company nor a company that has opted out of using the extended transition period, difficult because of the potential differences in accounting standards used.

Additionally, New Bird will qualify as a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K under the Securities Act. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements in its periodic reports. New Bird will remain a smaller reporting company until the last day of the fiscal year in which it fails to meet the following criteria: (i) the market value of its common stock held by non-affiliates does not exceed $250 million as of the end of that fiscal year’s second fiscal quarter; or (ii) its annual revenues do not exceed $100 million during such completed fiscal year and the market value of its common stock held by non-affiliates does not exceed $700 million as of the end of that fiscal year’s second fiscal quarter. To the extent New Bird takes advantage of such reduced disclosure obligations, it may also make comparison of its financial statements with other public companies difficult or impossible.

It is difficult to predict whether investors will find New Bird’s securities less attractive as a result of its taking advantage of these exemptions and relief granted to emerging growth companies and smaller reporting companies. If some investors find New Bird’s securities less attractive as a result, the trading prices of New Bird’s securities may be lower than they otherwise would be, there may be a less active trading market for New Bird’s securities and the market price of New Bird’s securities may be more volatile.

When New Bird loses its “smaller reporting company” and “emerging growth company” status, it will no longer be able to take advantage of certain exemptions from reporting, and it will also be required to comply with the auditor attestation requirements of Section 404. New Bird will incur additional expenses in connection with such compliance and its management will need to devote additional time and effort to implement and comply with such requirements.

The requirements of being a public company require significant resources and management attention and affect Bird’s ability to attract and retain executive management and qualified board members.

As a public company following the Business Combination, Bird will incur legal, regulatory, finance, accounting, investor relations and other expenses that it did not previously incur as a private company, including costs associated with public company reporting requirements and costs of recruiting and retaining non-executive directors. New Bird will be subject to the Exchange Act, including the reporting requirements thereunder, the Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act, the NYSE rules and other applicable securities rules and regulations. Compliance with these rules and regulations will increase Bird’s legal and financial compliance costs, make some activities more difficult, time-consuming, or costly (although these costs currently unable to be estimated with any degree of certainty), and increase demand on Bird’s systems and resources, particularly after New Bird is no longer an “emerging growth company” or a “smaller reporting company.” The expenses incurred by public companies generally for reporting and corporate governance purposes have been increasing. Bird’s management will need to devote a substantial amount of time to ensure that it complies with all of these requirements, diverting the attention of management away from revenue-producing activities. Further, these rules and regulations may make it more difficult and more expensive for Bird to obtain certain types of insurance, including directors’ and officers’ liability insurance, which could make it more difficult for Bird to attract and retain qualified members of its board of directors. Bird may be forced to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. In addition, enhanced legal and regulatory regimes and heightened standards relating to corporate

 

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governance and disclosure for public companies result in increased legal and financial compliance costs and make some activities more time consuming.

Pursuant to Section 404, once New Bird is no longer an emerging growth company or a smaller reporting company, it may be required to furnish an attestation report on internal control over financial reporting issued by its independent registered public accounting firm. When New Bird’s independent registered public accounting firm is required to undertake an assessment of its internal control over financial reporting, the cost of complying with Section 404 will significantly increase, and management’s attention may be further diverted from other business concerns, which could adversely affect Bird’s business and results of operations. Bird may need to hire more employees in the future or engage outside consultants to comply with the requirements of Section 404, which will further increase cost and expense.

If New Bird is unable to satisfy its obligations as a public company, it could be subject to delisting of the New Bird Class A Common Stock, fines, sanctions, and other regulatory actions and potentially civil litigation.

If Bird fails to put in place appropriate and effective internal control over financial reporting and disclosure controls and procedures, it may suffer harm to its reputation and investor confidence levels.

As a privately held company, Bird was not required to evaluate its internal control over financial reporting in a manner that meets the standards of publicly traded companies required by Section 404. As a public company, New Bird will have significant requirements for enhanced financial reporting and internal controls.

The process of designing and implementing effective internal controls is a continuous effort that requires Bird to anticipate and react to changes in its business and the economic and regulatory environments and to expend significant resources to maintain a system of internal controls that is adequate to satisfy its reporting obligations as a public company. If Bird is unable to establish or maintain appropriate internal financial reporting controls and procedures, it could cause it to fail to meet its reporting obligations on a timely basis, result in material misstatements in its consolidated financial statements, and harm its operating results. In addition, New Bird will be required, pursuant to Section 404, to furnish a report by management on, among other things, the effectiveness of its internal control over financial reporting in the first Annual Report on Form 10-K following the completion of the Business Combination. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. This assessment will need to include disclosure of any material weaknesses identified by Bird’s management in its internal control over financial reporting. The rules governing the standards that must be met for Bird’s management to assess its internal control over financial reporting are complex and require significant documentation, testing, and possible remediation. Testing and maintaining internal controls may divert Bird’s management’s attention from other matters that are important to its business. If New Bird is no longer an “emerging growth company” or a “smaller reporting company,” its auditors will be required to issue an attestation report on the effectiveness of its internal controls on an annual basis.

In connection with the implementation of the necessary procedures and practices related to internal control over financial reporting, Bird may identify deficiencies that it may not be able to remediate in time to meet the deadline imposed by the Sarbanes-Oxley Act for compliance with the requirements of Section 404. In addition, Bird may encounter problems or delays in completing the remediation of any deficiencies identified by its independent registered public accounting firm in connection with the issuance of their attestation report. Bird’s testing, or the subsequent testing (if required) by its independent registered public accounting firm, may reveal deficiencies in its internal control over financial reporting that are deemed to be material weaknesses. A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the entity’s financial statements will not be prevented or detected on a timely basis. Any material weaknesses could result in a material misstatement of New Bird’s annual or quarterly consolidated financial statements or disclosures that may not be prevented or detected. The existence of any material weakness would require management to devote significant time and incur

 

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significant expense to remediate any such material weakness, and management may not be able to remediate any such material weakness in a timely manner.

If Bird fails to implement the requirements of Section 404 in the required timeframe once it is no longer an emerging growth company or a smaller reporting company, it may be subject to sanctions or investigations by regulatory authorities, including the SEC and the NYSE. Furthermore, if Bird is unable to conclude that its internal controls over financial reporting is effective, it could lose investor confidence in the accuracy and completeness of its financial reports, the market price of New Bird’s securities could decline, and Bird could be subject to sanctions or investigations by regulatory authorities. Failure to implement or maintain effective internal control over financial reporting and disclosure controls and procedures required of public companies could also restrict Bird’s future access to the capital markets.

An active, liquid trading market for New Bird’s securities may not develop or be sustained.

There can be no assurance that an active trading market for New Bird Class A Common Stock and New Bird Warrants will develop after the Acquisition Closing, or, if such a market develops, that Bird will be able to maintain an active trading market for those securities on the NYSE or any other exchange in the future. If an active market for New Bird’s securities does not develop or is not maintained after the Business Combination, or if New Bird fails to satisfy the continued listing standards of the NYSE for any reason and its securities are delisted, it may be difficult for New Bird’s securityholders to sell their securities without depressing the market price for the securities or at all. An inactive trading market may also impair Bird’s ability to both raise capital by selling shares of capital stock, attract and motivate employees through equity incentive awards and acquire other companies, products, or technologies by using shares of capital stock as consideration.

The stock price following the consummation of the Business Combination will be volatile, and you may not be able to sell shares at or above the price at the Acquisition Closing.

After the consummation of the Business Combination, the trading price of the New Bird Class A Common Stock and New Bird Warrants will be volatile and could be subject to wide fluctuations in response to various factors, some of which are beyond New Bird’s control. These factors include:

 

   

actual or anticipated fluctuations in operating results;

 

   

failure to meet or exceed financial estimates and projections of the investment community or that New Bird provides to the public;

 

   

issuance of new or updated research or reports by securities analysts or changed recommendations for the industry in general;

 

   

announcements of significant acquisitions, strategic partnerships, joint ventures, collaborations or capital commitments;

 

   

operating and share price performance of other companies in the industry or related markets;

 

   

the timing and magnitude of investments in the growth of the business;

 

   

actual or anticipated changes in laws and regulations;

 

   

additions or departures of key New Bird management or other personnel;

 

   

increased labor costs;

 

   

disputes or other developments related to intellectual property or other proprietary rights, including litigation;

 

   

disputes or other developments related to allegations of misclassification of service providers, including Fleet Managers, as independent contractors, including litigation;

 

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the ability to market new and enhanced solutions on a timely basis;

 

   

sales of substantial amounts of the New Bird Class A Common Stock by the New Bird Board, executive officers or significant stockholders or the perception that such sales could occur;

 

   

changes in capital structure, including future issuances of securities or the incurrence of debt; and

 

   

general economic, political and market conditions.

In addition, the stock market in general, and the stock prices of technology companies in particular, have experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of those companies. Broad market and industry factors may seriously affect the market price of New Bird Class A Common Stock, regardless of actual operating performance. In addition, in the past, following periods of volatility in the overall market and the market price of a particular company’s securities, securities class action litigation has often been instituted against these companies. This litigation, if instituted, could result in substantial costs and a diversion of New Bird management’s attention and resources.

If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about Bird’s business, the price and trading volume of New Bird’s securities could decline.

The trading market for New Bird’s securities depends in part on the research and reports that securities or industry analysts publish about Bird or its business. Bird will not control these analysts, and the analysts who publish information about Bird may have relatively little experience with Bird or its industry, which could affect their ability to accurately forecast Bird’s results and could make it more likely that Bird fails to meet their estimates. If few or no securities or industry analysts cover Bird, the trading price for New Bird’s securities would be negatively impacted. If one or more of the analysts who covers Bird downgrades New Bird’s securities, publishes incorrect or unfavorable research about Bird, ceases coverage of Bird, or fails to publish reports on Bird regularly, demand for and visibility of New Bird’s securities could decrease, which could cause the price or trading volumes of New Bird’s securities to decline.

Bird may be subject to securities class action litigation, which may harm its business and operating results.

Companies that have experienced volatility in the market price of their stock have been subject to securities class action litigation. Bird may be the target of this type of litigation in the future. Securities litigation against Bird could result in substantial costs and damages, and divert management’s attention from other business concerns, which could seriously harm Bird’s business, results of operations, financial condition, or cash flows.

Bird may also be called on to defend itself against lawsuits relating to its business operations. Some of these claims may seek significant damages amounts. Due to the inherent uncertainties of litigation, the ultimate outcome of any such proceedings cannot be accurately predicted. A future unfavorable outcome in a legal proceeding could have an adverse impact on Bird’s business, financial condition, and results of operations. In addition, current and future litigation, regardless of its merits, could result in substantial legal fees, settlements, or judgment costs and a diversion of management’s attention and resources that are needed to successfully run Bird’s business.

Risks Relating to Ownership of the New Bird Common Stock after the Consummation of the Business Combination

The dual class structure of New Bird’s Common Stock has the effect of concentrating voting control with Travis VanderZanden, Bird’s founder and its Chief Executive Officer. This will limit or preclude your ability to influence corporate matters, including the outcome of important transactions, including a change in control.

Shares of New Bird Class X Common Stock will have 20 votes per share, while shares of New Bird Class A Common Stock will have one vote per share. Travis VanderZanden, Bird’s founder and its Chief Executive

 

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Officer, will hold all of the issued and outstanding shares of New Bird Class X Common Stock following the consummation of the Business Combination. Accordingly, Mr. VanderZanden will hold approximately 75.2% of the voting power of New Bird’s capital stock on a fully-diluted basis and will be able to control matters submitted to its stockholders for approval, including the election of directors, amendments of its organizational documents and any merger, consolidation, sale of all or substantially all of New Bird’s assets or other major corporate transactions. Mr. VanderZanden may have interests that differ from yours and may vote in a way with which you disagree and which may be adverse to your interests. This concentrated control may have the effect of delaying, preventing or deterring a change in control of New Bird, could deprive its stockholders of an opportunity to receive a premium for their capital stock as part of a sale of New Bird and might ultimately affect the market price of shares of New Bird Class A Common Stock. For information about New Bird’s dual class structure, see the section titled “Description of Securities.”

New Bird’s dual class structure may depress the trading price of New Bird’s Class A Common Stock.

New Bird cannot predict whether its dual class structure will result in a lower or more volatile market price of the New Bird Class A Common Stock or in adverse publicity or other adverse consequences. For example, certain index providers have announced restrictions on including companies with multiple-class share structures in certain of their indexes. S&P Dow Jones and FTSE Russell have announced changes to their eligibility criteria for inclusion of shares of public companies on certain indices, including the S&P 500, pursuant to which companies with multiple classes of shares of common stock are excluded. In addition, several stockholder advisory firms have announced their opposition to the use of multiple class structures. As a result, the dual class structure of New Bird’s Common Stock may cause stockholder advisory firms to publish negative commentary about New Bird’s corporate governance practices or otherwise seek to cause New Bird to change its capital structure. Any such exclusion from indices or any actions or publications by stockholder advisory firms critical of New Bird’s corporate governance practices or capital structure could adversely affect the value and trading market of the New Bird Class A Common Stock.

Bird has never paid cash dividends on its capital stock, and New Bird does not anticipate paying dividends in the foreseeable future.

Bird has never paid cash dividends on its capital stock and currently intends to retain any future earnings to fund the growth of its business. Any determination to pay dividends in the future will be at the discretion of the New Bird Board and will depend on financial condition, operating results, capital requirements, general business conditions and other factors that the board may deem relevant. As a result, capital appreciation, if any, of New Bird’s Class A Common Stock will be the sole source of gain for the foreseeable future.

Anti-takeover provisions contained in the Proposed Organizational Documents and applicable laws could impair a takeover attempt.

Upon the consummation of the Business Combination, the Proposed Organizational Documents will afford certain rights and powers to the New Bird Board that could contribute to the delay or prevention of an acquisition that it deems undesirable. New Bird will elect not to be governed by Section 203 of the DGCL, but the Proposed Organizational Documents will provide other restrictions that limit the ability of stockholders in certain situations to effect certain business combinations. Any of the foregoing provisions and terms that have the effect of delaying or deterring a change in control could limit the opportunity for stockholders to receive a premium for their shares of New Bird Class A Common Stock, and could also affect the price that some investors are willing to pay for the New Bird Class A Common Stock.

New Bird will be subject to risks related to taxation in the United States.

Significant judgments based on interpretations of existing tax laws or regulations are required in determining New Bird’s provision for income taxes. New Bird’s effective income tax rate could be adversely

 

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affected by various factors, including, but not limited to, changes in the mix of earnings in tax jurisdictions with different statutory tax rates, changes in the valuation of deferred tax assets and liabilities, changes in existing tax policies, laws, regulations or rates, changes in the level of non-deductible expenses (including share-based compensation), changes in the location of New Bird’s operations, changes in New Bird’s future levels of research and development spending, mergers and acquisitions or the results of examinations by various tax authorities. Although New Bird believes its tax estimates are reasonable, if the IRS or any other taxing authority disagrees with the positions taken on its tax returns, New Bird could have additional tax liability, including interest and penalties. If material, payment of such additional amounts upon final adjudication of any disputes could have a material impact on New Bird’s results of operations and financial position.

Changes to applicable tax laws and regulations or exposure to additional income tax liabilities could affect New Bird’s business and future profitability.

New Bird is a U.S. corporation and thus will be subject to U.S. corporate income tax on its worldwide income. Further, since New Bird’s operations and customers are located throughout the United States, New Bird will be subject to various U.S. state and local taxes. U.S. federal, state, local and non-U.S. tax laws, policies, statutes, rules, regulations or ordinances could be interpreted, changed, modified or applied adversely to New Bird and may have an adverse effect on its business and future profitability.

For example, several tax proposals have been set forth that would, if enacted, make significant changes to U.S. tax laws. Such proposals include an increase in the U.S. income tax rate applicable to corporations (such as New Bird) from 21% to 28%. Congress may consider, and could include, some or all of these proposals in connection with tax reform that may be undertaken. It is unclear whether these or similar changes will be enacted and, if enacted, how soon any such changes could take effect. The passage of any legislation as a result of these proposals and other similar changes in U.S. federal income tax laws could adversely affect New Bird’s business and future profitability.

As a result of plans to expand New Bird’s business operations, including to jurisdictions in which tax laws may not be favorable, its obligations may change or fluctuate, become significantly more complex or become subject to greater risk of examination by taxing authorities, any of which could adversely affect New Bird’s after-tax profitability and financial results.

In the event that New Bird’s business expands domestically or internationally, its effective tax rates may fluctuate widely in the future. Future effective tax rates could be affected by operating losses in jurisdictions where no tax benefit can be recorded under U.S. GAAP, changes in deferred tax assets and liabilities, or changes in tax laws. Factors that could materially affect New Bird’s future effective tax rates include, but are not limited to: (a) changes in tax laws or the regulatory environment, (b) changes in accounting and tax standards or practices, (c) changes in the composition of operating income by tax jurisdiction and (d) pre-tax operating results of New Bird’s business.

Additionally, after the Business Combination, New Bird may be subject to significant income, withholding and other tax obligations in the United States and may become subject to taxation in numerous additional U.S. state and local and non-U.S. jurisdictions with respect to income, operations and subsidiaries related to those jurisdictions. New Bird’s after-tax profitability and financial results could be subject to volatility or be affected by numerous factors, including (a) the availability of tax deductions, credits, exemptions, refunds and other benefits to reduce tax liabilities, (b) changes in the valuation of deferred tax assets and liabilities, if any, (c) the expected timing and amount of the release of any tax valuation allowances, (d) the tax treatment of stock-based compensation, (e) changes in the relative amount of earnings subject to tax in the various jurisdictions, (f) the potential business expansion into, or otherwise becoming subject to tax in, additional jurisdictions, (g) changes to existing intercompany structure (and any costs related thereto) and business operations, (h) the extent of intercompany transactions and the extent to which taxing authorities in relevant jurisdictions respect those intercompany transactions, and (i) the ability to structure business operations in an efficient and competitive

 

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manner. Outcomes from audits or examinations by taxing authorities could have an adverse effect on New Bird’s after-tax profitability and financial condition. Additionally, the IRS and several foreign tax authorities have increasingly focused attention on intercompany transfer pricing with respect to sales of products and services and the use of intangibles. Tax authorities could disagree with New Bird’s intercompany charges, cross-jurisdictional transfer pricing or other matters and assess additional taxes. If New Bird does not prevail in any such disagreements, New Bird’s profitability may be affected.

New Bird’s after-tax profitability and financial results may also be adversely affected by changes in relevant tax laws and tax rates, treaties, regulations, administrative practices and principles, judicial decisions and interpretations thereof, in each case, possibly with retroactive effect.

Risks Related to Switchback, New Bird and the Business Combination

Following the consummation of the Business Combination, New Bird’s sole material asset will be its direct and indirect interests in its subsidiaries and, accordingly, New Bird will be dependent upon distributions from its subsidiaries to pay taxes and cover its corporate and other overhead expenses and pay dividends, if any, on the New Bird Common Stock.

New Bird is a holding company and, subsequent to the completion of the Business Combination, will have no material assets other than its direct and indirect equity interests in its subsidiaries. New Bird will have no independent means of generating revenue. To the extent New Bird’s subsidiaries have available cash, New Bird will cause its subsidiaries to make distributions of cash to pay taxes, cover New Bird’s corporate and other overhead expenses and pay dividends, if any, on the New Bird Common Stock. To the extent that New Bird needs funds and its subsidiaries fail to generate sufficient cash flow to distribute funds to New Bird or are restricted from making such distributions or payments under applicable law or regulation or under the terms of their financing arrangements, or are otherwise unable to provide such funds, New Bird’s liquidity and financial condition could be materially adversely affected.

Subsequent to the consummation of the Business Combination, New Bird may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on New Bird’s financial condition, results of operations and stock price, which could cause you to lose some or all of your investment in New Bird.

Although Switchback has conducted due diligence on Bird, there are no assurances that this diligence revealed all material issues that may be present in Bird, that it would be possible to uncover all material issues through a customary amount of due diligence or that factors outside of Switchback’s or New Bird’s control will not later arise. As a result, following the consummation of the Business Combination, New Bird may be forced to later write-down or write-off assets, restructure its operations or incur impairment or other charges that could result in losses. Even if Switchback’s due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with Switchback’s preliminary risk analysis. Even though these charges may be non-cash items and may not have an immediate impact on New Bird’s liquidity, the fact that charges of this nature will be reported could contribute to negative market perceptions about New Bird following the completion of the Business Combination or its securities. In addition, charges of this nature may cause New Bird to be unable to obtain future financing on favorable terms or at all.

Switchback’s initial shareholders have agreed to vote in favor of the Business Combination, regardless of how Switchback’s public shareholders vote.

Unlike many other blank check companies in which the founders agree to vote their founder shares in accordance with the majority of the votes cast by public shareholders in connection with an initial business combination, Switchback’s initial shareholders have agreed to vote any Class A Ordinary Shares and Class B Ordinary Shares owned by them in favor of the Business Combination. As of the date hereof, Switchback’s initial

 

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shareholders own shares equal to approximately 20.6% of Switchback’s issued and outstanding Class A Ordinary Shares and Class B Ordinary Shares in the aggregate. Accordingly, it is more likely that the necessary shareholder approval will be received for the Business Combination than would be the case if the initial shareholders agreed to vote any Class A Ordinary Shares and Class B Ordinary Shares owned by them in accordance with the majority of the votes cast by Switchback’s public shareholders.

The Sponsor and certain of Switchback’s directors and officers have interests in the Business Combination that are different from, or in addition to, those of other shareholders generally, and Switchback’s directors were aware of and considered such interests, among other matters, in recommending that shareholders vote in favor of approval of the Business Combination Proposals.

When considering the Switchback Board’s recommendation that Switchback’s shareholders vote in favor of the approval of the Business Combination Proposals, Switchback’s shareholders should be aware that the Sponsor and certain of Switchback’s directors and officers have interests in the Business Combination that are different from, or in addition to, those of other shareholders generally. These interests include:

 

   

the fact that the Sponsor holds 5,550,000 private placement warrants that would expire worthless if an Initial Business Combination is not consummated;

 

   

the fact that the Sponsor and Switchback’s officers and directors have agreed not to redeem any Class A Ordinary Shares held by them in connection with a shareholder vote to approve the Business Combination;

 

   

the fact that the Sponsor paid an aggregate of $25,000 for the Switchback Founder Shares, including 80,000 Switchback Founder Shares which were subsequently transferred to Switchback’s independent directors, and that such securities will have a significantly higher value at the time of the Business Combination, which if unrestricted and freely tradable would be valued at approximately $            , based on the closing price of the Class A Ordinary Shares of $            per share on                    , 2021 (not taking into account the Switchback Founder Earn Back Shares);

 

   

if the Trust Account is liquidated, including in the event Switchback is unable to complete an Initial Business Combination within the required time period, the Sponsor has agreed to indemnify us to ensure that the proceeds in the Trust Account are not reduced below $10.00 per public share, or such lesser amount per public share as is in the Trust Account on the liquidation date, by the claims of (a) any third party (other than Switchback’s independent registered public accounting firm) for services rendered or products sold to us or (b) a prospective target business with which Switchback has entered into a letter of intent, confidentiality or other similar agreement or business combination agreement, but only if such a third party or target business has not executed a waiver of all rights to seek access to the Trust Account;

 

   

the fact that Switchback’s independent directors own an aggregate of 80,000 Switchback Founder Shares that were transferred from the Sponsor, which if unrestricted and freely tradeable would be valued at approximately $            , based on the closing price of the Class A Ordinary Shares of $             per share on                     , 2021;

 

   

the fact that the Sponsor and Switchback’s officers and directors will be reimbursed for out-of-pocket expenses incurred in connection with activities on Switchback’s behalf, such as identifying potential target businesses and performing due diligence on suitable business combinations;

 

   

the fact that the Sponsor and Switchback’s officers and directors will lose their entire investment in us if an Initial Business Combination is not completed;

 

   

the fact that Philip Deutch’s owns an interest in Craft Ventures I, L.P., which currently holds more than 5% of Bird’s capital stock; and

 

   

the fact that Jim Mutrie will be appointed to the New Bird Board following the Acquisition Closing.

 

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The Switchback Board was aware of and considered these interests, among other matters, in reaching the determination to approve the Business Combination and the Business Combination Agreement and in recommending that the holders of Ordinary Shares vote to approve the Business Combination and adopt the Business Combination Agreement. For additional information, please see the subsection entitled “The Business Combination — Interests of Certain Persons in the Business Combination — Interests of Sponsor and Switchback Directors and Officers.”

Switchback’s initial shareholders hold a significant number of Class B Ordinary Shares and the Sponsor holds a significant number of Switchback Warrants. They will lose their entire investment in Switchback if Switchback does not complete an Initial Business Combination.

The Sponsor and Switchback’s independent directors hold all 7,906,250 of the Switchback Founder Shares, representing 20% of the total outstanding Switchback shares upon completion of Switchback’s IPO. The Switchback Founder Shares will be worthless if Switchback does not complete an Initial Business Combination within the Combination Period. In addition, the Sponsor holds an aggregate of 5,550,000 private placement warrants that will also be worthless if Switchback does not complete an Initial Business Combination within the Combination Period.

The Switchback Founder Shares are identical to the Class A Ordinary Shares included in the Switchback Units, except that (a) the Switchback Founder Shares and the Class A Ordinary Shares into which the Switchback Founder Shares convert upon an Initial Business Combination are subject to certain transfer restrictions, (b) the Sponsor and Switchback’s officers and directors have entered into the IPO Letter Agreement with Switchback, pursuant to which they have agreed (i) to waive their redemption rights with respect to their Switchback Founder Shares and any public shares they own in connection with the completion of an Initial Business Combination and (ii) to waive their rights to liquidating distributions from the Trust Account with respect to their Switchback Founder Shares if Switchback fails to complete an Initial Business Combination within the Combination Period (although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if Switchback fails to complete an Initial Business Combination within the Combination Period) and (c) the Switchback Founder Shares are automatically convertible into Class A Ordinary Shares at the time of an Initial Business Combination.

The personal and financial interests of the Sponsor and Switchback’s officers and directors may have influenced their motivation in identifying and selecting the Business Combination, completing the Business Combination and influencing Switchback’s operation following the Business Combination.

Switchback will incur significant transaction costs in connection with the Business Combination.

Switchback has and expects to incur significant, non-recurring costs in connection with consummating the Business Combination. All expenses incurred in connection with the Business Combination Agreement and the Business Combination, including all legal, accounting, consulting, investment banking and other fees, expenses and costs, will be for the account of the party incurring such fees, expenses and costs. Switchback’s transaction expenses as a result of the Business Combination are currently estimated at approximately $         million, including approximately $11.1 million in deferred underwriting discounts and commissions to the underwriters of the IPO.

Bird may be subject to business uncertainties while the Business Combination is pending.

Uncertainty about the effect of the Business Combination on employees and third parties may have an adverse effect on Bird and consequently, on New Bird. These uncertainties may impair Bird’s ability to attract, retain and motivate key personnel and could cause third parties that deal with Bird to defer entering into contracts or making other decisions or seek to change existing business relationships. If key employees depart because of issues relating to such uncertainty or a desire not to remain with the business, New Bird’s business following the

 

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Business Combination could be negatively impacted. In addition, the Business Combination Agreement restricts Bird from making certain expenditures and taking other specified actions without the consent of Switchback until the Business Combination occurs. These restrictions may prevent Bird from pursuing attractive business opportunities that may arise prior to the Acquisition Closing. For additional information, please see the subsection entitled “The Business Combination — Conduct of Business Pending the Business Combination.”

The unaudited pro forma condensed combined financial information included in this proxy statement/prospectus may not be indicative of what New Bird’s actual financial position or results of operations would have been.

The unaudited pro forma condensed combined financial information for New Bird following the Business Combination in this proxy statement/prospectus is presented for illustrative purposes only and is not necessarily indicative of what New Bird’s actual financial position or results of operations would have been had the Business Combination been completed on the dates indicated. See the section entitled “Unaudited Pro Forma Condensed Combined Financial Information” for more information.

The consummation of the Business Combination is subject to a number of conditions and if those conditions are not satisfied or waived, the Business Combination Agreement may be terminated in accordance with its terms and the Business Combination may not be completed.

The Business Combination Agreement is subject to a number of conditions which must be fulfilled in order to complete the Business Combination. Those conditions include: (a) approval by Switchback’s shareholders and Bird’s stockholders, (b) Switchback having at least $5,000,001 of net tangible assets as of the Acquisition Merger Effective Time unless the Class A Ordinary Shares otherwise do not constitute “penny stock” as such term is defined in Rule 3a51-1 of the Exchange Act, (c) the expiration or termination of the waiting period under the HSR Act, (d) the listing of the shares of New Bird Class A Common Stock to be issued in connection with the Acquisition Closing and the PIPE Financing and the Assumed Switchback Warrants (and the New Bird Class A Common Stock issuable upon exercise thereof) on the NYSE (or another national securities exchange mutually agreed by the parties to the Business Combination Agreement) and the effectiveness of this Registration Statement and (e) Switchback having cash on hand, after distribution of the Trust Fund and deducting all amounts to be paid pursuant to the exercise of redemption rights, at least $160,000,000. For additional information, please see the subsection entitled “The Business Combination — Conditions to Consummation of the Business Combination Agreement.” In addition, the parties can mutually decide to terminate the Business Combination Agreement at any time, before or after shareholder approval, or Switchback or Bird may elect to terminate the Business Combination Agreement in certain other circumstances. For additional information please see the subsection entitled “The Business Combination — Conditions to Consummation of the Business Combination Agreement — Termination.”

Switchback may waive one or more of the conditions to the Business Combination.

Switchback may agree to waive, in whole or in part, one or more of the conditions to its obligations to complete the Business Combination, to the extent permitted by the Existing Organizational Documents and applicable laws. For example, it is a condition to Switchback’s obligation to close the Business Combination that certain of Bird’s representations and warranties be true and correct in all material respects as of the date of the Business Combination Agreement and the Acquisition Merger Effective Time. However, if the Switchback Board determines that it is in the best interests of Switchback to proceed with the Business Combination, then the Switchback Board may elect to waive that condition and close the Business Combination. For additional information please see the subsection entitled “The Business Combination — Switchback and Merger Sub Conditions.”

 

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The exercise of discretion by Switchback’s directors and officers in agreeing to changes to the terms of or waivers of closing conditions in the Business Combination Agreement may result in a conflict of interest when determining whether such changes to the terms of the Business Combination Agreement or waivers of conditions are appropriate and in the best interests of Switchback’s shareholders.

In the period leading up to the consummation of the Business Combination, other events may occur that, pursuant to the Business Combination Agreement, would require Switchback to agree to amend the Business Combination Agreement, to consent to certain actions or to waive rights that it is entitled to under the Business Combination Agreement. Such events could arise because of changes in the course of the business of Bird, a request by Bird and its management to undertake actions that would otherwise be prohibited by the terms of the Business Combination Agreement or the occurrence of other events that would have a material adverse effect on the business of Bird and could entitle Switchback to terminate the Business Combination Agreement. In any such circumstance, it would be in the discretion of Switchback, acting through the Switchback Board, to grant its consent or waive its rights. The existence of the financial and personal interests of the Switchback directors described elsewhere in this proxy statement/prospectus may result in a conflict of interest on the part of one or more of the Switchback directors between what he or she may believe is best for Switchback and Switchback’s shareholders and what he or she may believe is best for himself or herself or his or her affiliates in determining whether or not to take the requested action. As of the date of this proxy statement/prospectus, Switchback does not believe there will be any changes or waivers that Switchback’s directors and officers would be likely to make after Switchback shareholder approval of the Business Combination has been obtained. While certain changes could be made without further shareholder approval, if there is a change to the terms of the Business Combination that would have a material impact on the shareholders, Switchback will be required to circulate a new or amended proxy statement/prospectus or supplement thereto and resolicit the vote of Switchback’s shareholders with respect to the Business Combination Proposals.

If Switchback is unable to complete an Initial Business Combination within the Combination Period, its public shareholders may receive only approximately $10.00 per share on the liquidation of the Trust Account (or less than $10.00 per share in certain circumstances where a third party brings a claim against Switchback that the Sponsor is unable to indemnify), and the Switchback Warrants will expire worthless.

If Switchback is unable to complete an Initial Business Combination within the Combination Period, its public shareholders may receive only approximately $10.00 per share on the liquidation of the Trust Account (or less than $10.00 per share in certain circumstances where a third party brings a claim against us that the Sponsor is unable to indemnify (as described below)), and the Switchback Warrants will expire worthless.

If third parties bring claims against Switchback, the proceeds held in the Trust Account could be reduced and the per share redemption amount received by Switchback’s shareholders may be less than $10.00 per share.

Switchback’s placing of funds in the Trust Account may not protect those funds from third-party claims against Switchback. Although Switchback will seek to have all of its vendors, service providers (other than its independent registered public accounting firm), prospective target businesses and other entities with which Switchback does business execute agreements with Switchback waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account for the benefit of Switchback’s public shareholders, such parties may not execute such agreements, or even if they execute such agreements, they may not be prevented from bringing claims against the Trust Account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim against Switchback’s assets, including the funds held in the Trust Account. Although no third parties have refused to execute an agreement waiving such claims to the monies held in the Trust Account to date, if any third party refuses to execute such an agreement in the future, Switchback’s management will perform an analysis of the alternatives available to it and will only enter into an agreement with a third party that has not executed a waiver if Switchback’s management believes that such third party’s engagement would be significantly more beneficial to Switchback than any alternative.

 

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Examples of possible instances where Switchback may engage a third party that refuses to execute a waiver include the engagement of a third-party consultant whose particular expertise or skills are believed by Switchback’s management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where Switchback’s management is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with Switchback and will not seek recourse against the Trust Account for any reason. Upon redemption of Switchback’s public shares, if Switchback is unable to complete an Initial Business Combination within the prescribed timeframe, or upon the exercise of a redemption right in connection with an Initial Business Combination, Switchback will be required to provide for payment of claims of creditors that were not waived that may be brought against Switchback within the ten years following redemption. Accordingly, the per-share redemption amount received by Switchback’s public shareholders could be less than the $10.00 per public share initially held in the Trust Account, due to claims of such creditors. The Sponsor has agreed that it will be liable to Switchback if and to the extent any claims by a third party (other than Switchback’s independent registered public accounting firm) for services rendered or products sold to Switchback, or a prospective target business with which Switchback has entered into a letter of intent, confidentiality or other similar agreement, reduce the amount of funds in the Trust Account to below the lesser of (a) $10.00 per public share and (b) the actual amount per Switchback public share held in the Trust Account, if less than $10.00 per Switchback share due to reductions in the value of the trust assets as of the date of the liquidation of the Trust Account, in each case including interest earned on the funds held in the Trust Account and not previously released to Switchback to pay its taxes, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under Switchback’s indemnity of the underwriters of its Initial Public Offering against certain liabilities, including liabilities under the Securities Act. However, Switchback has not asked the Sponsor to reserve for such indemnification obligations, nor has Switchback independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and it believes that the Sponsor’s only assets are securities of Switchback. Therefore, Switchback cannot assure you that the Sponsor would be able to satisfy those obligations. As a result, if any such claims were successfully made against the Trust Account, the funds available to Switchback for an Initial Business Combination and redemptions could be reduced to less than $10.00 per public share. In such event, Switchback may not be able to complete an Initial Business Combination, and you would receive such lesser amount per share in connection with any redemption of your public shares. None of Switchback’s officers or directors will indemnify Switchback for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

Switchback’s directors may decide not to enforce the indemnification obligations of the Sponsor, resulting in a reduction in the amount of funds in the Trust Account available for distribution to Switchback’s public shareholders.

In the event that the proceeds in the Trust Account are reduced below the lesser of (a) $10.00 per public share and (b) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, in each case including interest earned on the funds held in the Trust Account and not previously released to Switchback to pay its taxes, and the Sponsor asserts that it is unable to satisfy its obligations or that it has no indemnification obligations related to a particular claim, Switchback’s independent directors would determine whether to take legal action against the Sponsor to enforce its indemnification obligations.

While Switchback currently expects that its independent directors would take legal action on Switchback’s behalf against the Sponsor to enforce its indemnification obligations to us, it is possible that Switchback’s independent directors in exercising their business judgment and subject to their fiduciary duties may choose not to do so in any particular instance. If Switchback’s independent directors choose not to enforce these indemnification obligations, the amount of funds in the Trust Account available for distribution to Switchback’s public shareholders may be reduced below $10.00 per share.

 

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Switchback may not have sufficient funds to satisfy indemnification claims of its directors and officers.

Switchback has agreed to indemnify its officers and directors to the fullest extent permitted by law. However, Switchback’s officers and directors have agreed, and any persons who may become officers or directors of Switchback prior to an Initial Business Combination will agree, to waive any right, title, interest or claim of any kind in or to any monies in the Trust Account and to not seek recourse against the Trust Account for any reason whatsoever. Accordingly, any indemnification provided will be able to be satisfied by Switchback only if (a) Switchback has sufficient funds outside of the Trust Account or (b) Switchback consummates an Initial Business Combination. Switchback’s obligation to indemnify its officers and directors may discourage Switchback shareholders from bringing a lawsuit against Switchback’s officers or directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against Switchback’s officers and directors, even though such an action, if successful, might otherwise benefit Switchback and its shareholders. Furthermore, a shareholder’s investment may be adversely affected to the extent Switchback pays the costs of settlement and damage awards against its officers and directors pursuant to these indemnification provisions.

If, after Switchback distributes the proceeds in the Trust Account to Switchback’s public shareholders, Switchback files a bankruptcy petition or an involuntary bankruptcy petition is filed against Switchback that is not dismissed, a bankruptcy court may seek to recover such proceeds, and the members of the Switchback Board may be viewed as having breached their fiduciary duties to Switchback’s creditors, thereby exposing the members of the Switchback Board and Switchback to claims of punitive damages.

If, after Switchback distributes the proceeds in the Trust Account to Switchback’s public shareholders, Switchback files a bankruptcy petition or an involuntary bankruptcy petition is filed against Switchback that is not dismissed, any distributions received by Switchback’s shareholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover some or all amounts received by Switchback’s shareholders. In addition, the Switchback Board may be viewed as having breached its fiduciary duty to Switchback’s creditors and/or having acted in bad faith, thereby exposing itself and us to claims of punitive damages, by paying public shareholders from the Trust Account prior to addressing the claims of creditors.

If, before distributing the proceeds in the Trust Account to Switchback’s public shareholders, Switchback files a bankruptcy petition or an involuntary bankruptcy petition is filed against Switchback that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of Switchback’s shareholders and the per-share amount that would otherwise be received by Switchback’s shareholders in connection with Switchback’s liquidation may be reduced.

If, before distributing the proceeds in the Trust Account to Switchback’s public shareholders, Switchback files a bankruptcy petition or an involuntary bankruptcy petition is filed against Switchback that is not dismissed, the proceeds held in the Trust Account could be subject to applicable bankruptcy law, and may be included in Switchback’s bankruptcy estate and subject to the claims of third parties with priority over the claims of Switchback’s shareholders. To the extent any bankruptcy claims deplete the Trust Account, the per-share amount that would otherwise be received by Switchback’s shareholders in connection with Switchback’s liquidation may be reduced.

Even if Switchback consummates the Business Combination, there is no guarantee that Switchback’s public warrants will be in the money at the time they become exercisable, and they may expire worthless.

The exercise price for Switchback’s Warrants is $11.50 per Class A Ordinary Share. There is no guarantee that the public warrants will be in the money following the time they become exercisable and prior to their expiration, and as such, they may expire worthless.

 

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Switchback may amend the terms of its public warrants in a manner that may be adverse to holders of public warrants with the approval by the holders of at least 50% of the then-outstanding public warrants. As a result, the exercise price of Switchback’s public warrants could be increased, the exercise period could be shortened and the number of Class A Ordinary Shares purchasable upon exercise of a public warrant could be decreased, all without a holder’s approval.

The public warrants were issued in registered form under the Warrant Agreement. The Warrant Agreement provides that the terms of the public warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision, but requires the approval by the holders of at least 50% of the then-outstanding public warrants to make any change that adversely affects the interests of the registered holders of public warrants. Accordingly, Switchback may amend the terms of the public warrants in a manner adverse to a holder if holders of at least 50% of the then-outstanding public warrants approve of such amendment. Although Switchback’s ability to amend the terms of the public warrants with the consent of at least 50% of the then-outstanding public warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of the public warrants, convert the public warrants into cash or stock (at a ratio different than initially provided), shorten the exercise period or decrease the number of shares of Class A Ordinary Shares purchasable upon exercise of a public warrant.

Switchback may redeem unexpired Switchback Warrants prior to their exercise at a time that is disadvantageous to warrant holders, thereby making their warrants worthless.

Switchback has the ability to redeem its outstanding warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided that the last reported sales price of the Class A Ordinary Shares equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which Switchback gives proper notice of such redemption and provided certain other conditions are met. If and when the warrants become redeemable by Switchback, Switchback may exercise its redemption right even if Switchback is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of the outstanding warrants could force you (a) to exercise your warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (b) to sell your warrants at the then-current market price when you might otherwise wish to hold your warrants or (c) to accept the nominal redemption price which, at the time the outstanding warrants are called for redemption, is likely to be substantially less than the market value of your warrants. None of the private placement warrants will be redeemable by Switchback for cash so long as they are held by the Sponsor or its permitted transferees.

In addition, Switchback may redeem your warrants after they become exercisable for a number of Class A Ordinary Shares determined based on the redemption date and the fair market value of the Class A Ordinary Shares. Any such redemption may have similar consequences to a cash redemption described above. In addition, such redemption may occur at a time when the warrants are “out-of-the-money,” in which case you would lose any potential embedded value from a subsequent increase in the value of the Class A Ordinary Shares had your warrants remained outstanding.

Because certain of the Class A Ordinary Shares and public warrants currently trade as Switchback Units consisting of one Class A Ordinary Share and one-fifth of one warrant, the Switchback Units may be worth less than units of other blank check companies.

Each Switchback Unit contains one-fifth of one warrant. Pursuant to the Warrant Agreement, no fractional warrants will be issued upon separation of the Switchback Units, and only whole warrants will trade. This is different from other blank check companies similar to Switchback whose units include one share of common stock and one warrant to purchase one whole share. This unit structure may cause the Switchback Units to be worth less than if each included a warrant to purchase one whole share. Switchback has established the components of the Switchback Units in this way in order to reduce the dilutive effect of the warrants upon

 

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completion of an Initial Business Combination since the warrants will be exercisable in the aggregate for one-fifth of the number of shares compared to units that each contain a whole warrant to purchase one share, thus making Switchback a more attractive merger partner for target businesses. Nevertheless, this unit structure may cause the Switchback Units to be worth less than if they included a warrant to purchase one whole share.

Switchback may issue a substantial number of additional Ordinary Shares or Switchback Preference Shares to complete the Business Combination or under an employee incentive plan after completion of the Business Combination. Any such issuances would dilute the interest of Switchback’s shareholders and likely present other risks.

Switchback may issue additional Ordinary Shares or Switchback Preference Shares to complete the Business Combination or under an employee incentive plan after completion of the Business Combination.

The issuance of additional Ordinary Shares or Switchback Preference Shares:

 

   

may significantly dilute the equity interests of Switchback’s investors;

 

   

may subordinate the rights of holders of Ordinary Shares if Switchback Preference Shares are issued with rights senior to those afforded the Ordinary Shares;

 

   

could cause a change in control if a substantial number of Ordinary Shares are issued, which may affect, among other things, Switchback’s ability to use its net operating loss carry forwards, if any, and could result in the resignation or removal of Switchback’s present officers and directors; and

 

   

may adversely affect prevailing market prices for Switchback Units, Class A Ordinary Shares and/or the public warrants.

The NYSE may delist New Bird’s securities from trading on its exchange, which could limit investors’ ability to make transactions in New Bird’s securities and subject New Bird to additional trading restrictions.

New Bird cannot assure you that its securities will continue to be listed on the NYSE after the Business Combination. In connection with the Business Combination, New Bird will be required to demonstrate compliance with the NYSE’s initial listing requirements, which are more rigorous than the NYSE’s continued listing requirements, in order to continue to maintain the listing of New Bird securities on the NYSE. For instance, New Bird’s stock price would generally be required to be at least $4.00 per share, New Bird’s aggregate market value would be required to be at least $150 million and the market value of New Bird’s publicly held shares would be required to be at least $40 million. New Bird cannot assure you that it will be able to meet those initial listing requirements at that time. New Bird’s continued eligibility for listing may depend on, among other things, the number of Switchback’s public shares that are redeemed.

If the NYSE delists New Bird’s securities from trading on its exchange and New Bird is not able to list its securities on another national securities exchange, New Bird expects that its securities could be quoted on an over-the-counter market. If this were to occur, New Bird could face significant material adverse consequences, including:

 

   

a limited availability of market quotations for its securities;

 

   

reduced liquidity for its securities;

 

   

a determination that the New Bird Class A Common Stock is a “penny stock” which will require brokers trading in the New Bird Class A Common Stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for New Bird’s securities;

 

   

a limited amount of news and analyst coverage; and

 

   

a decreased ability to issue additional securities or obtain additional financing in the future.

 

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The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities.” Because the Switchback Units, Class A Ordinary Shares and public warrants are listed on the NYSE, the Switchback Units, Class A Ordinary Shares and public warrants qualify as covered securities. Although the states are preempted from regulating the sale of Switchback’s securities, the federal statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular case. While Switchback is not aware of a state having used these powers to prohibit or restrict the sale of securities issued by blank check companies, other than the state of Idaho, certain state securities regulators view blank check companies unfavorably and might use these powers, or threaten to use these powers, to hinder the sale of securities of blank check companies in their states. Further, if Switchback were no longer listed on the NYSE, its securities would not be covered securities and Switchback would be subject to regulation in each state in which Switchback offers its securities.

The Switchback Board did not obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination.

The Switchback Board did not obtain a third-party valuation or fairness opinion in connection with its determination to approve the Business Combination. Switchback’s officers and directors have substantial experience in evaluating the operating and financial merits of companies from a wide range of industries and concluded that their experience and backgrounds, together with the experience and sector expertise of Switchback’s advisors, enabled them to make the necessary analyses and determinations regarding the Business Combination. Accordingly, investors will be relying solely on the judgment of the Switchback Board in valuing Bird and assuming the risk that the Switchback Board may not have properly valued the business. The lack of a third-party valuation or fairness opinion may also lead an increased number of shareholders to vote against the proposed Business Combination or demand redemption of their shares for cash, which could potentially impact Switchback’s ability to consummate the Business Combination.

A significant portion of Switchback’s total outstanding shares may not be immediately resold but may be sold into the market in the near future. This could cause the market price of the Class A Ordinary Shares to drop significantly, even if Switchback’s business is doing well.

Sales of a substantial number of Class A Ordinary Shares in the public market could occur at any time. These sales, or the perception in the market that the holders of a large number of shares intend to sell shares, could reduce the market price of the Class A Ordinary Shares. After the Business Combination (and assuming no redemptions by Switchback’s public shareholders of its public shares), the Sponsor and Switchback’s current officers and directors will hold approximately 2.0% of the New Bird Class A Common Stock, including the 5,929,688 shares of New Bird Class A Common Stock into which the Switchback Founder Shares will convert (or 2.3% of the New Bird Class A Common Stock, assuming a maximum redemption by Switchback’s public shareholders of Switchback’s public shares). Pursuant to the terms of the Letter Agreement Amendment, the Switchback Founder Shares (which will be converted into shares of New Bird Class B Common Stock at the Domestication Merger Effective Time and such New Bird Class B Common Stock will be converted into shares of New Bird Class A Common Stock at the Acquisition Merger Effective Time) may not be transferred until the date that is 180 days following the Acquisition Closing Date (the “Founder Shares Lock-Up Period”). Notwithstanding the foregoing, if (a) at least 120 days have elapsed since the Acquisition Closing Date and (b) the Founder Shares Lock-Up Period is scheduled to end during a period which trading in New Bird’s securities would not be permitted under New Bird’s insider trading policy (a “Blackout Period”) or within five trading days prior to a Blackout Period, the Founder Shares Lock-Up Period will end 10 trading days prior to the commencement of the Blackout Period. Pursuant to the A&R Registration Rights Agreement, New Bird will agree that, within 20 business days after the Acquisition Closing, New Bird will file with the SEC (at New Bird’s sole cost and expense) the Resale Registration Statement, and New Bird will use its commercially reasonable efforts to have the Resale Registration Statement become effective as soon as reasonably practicable after the filing thereof. In certain circumstances, the Initial Holders can demand up to three underwritten offerings and

 

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certain of the New Holders can demand up to three underwritten offerings, and all of the Registration Rights Holders can demand up to four block trades within any 12-month period and will be entitled to customary piggyback registration rights.

Further, pursuant to the Subscription Agreements, Switchback agreed that, within 15 business days after the consummation of the Business Combination, New Bird will file with the SEC (at New Bird’s sole cost and expense) the PIPE Resale Registration Statement, and New Bird will use its commercially reasonable efforts to have the PIPE Resale Registration Statement declared effective as soon as practicable after the filing thereof. This registration statement will also cover shares issuable upon exercise of Switchback’s public warrants. The sale of shares under the PIPE Resale Registration Statement is likely to have an adverse effect on the trading price of the New Bird Class A Common Stock.

Additionally, New Bird will likely register for resale shares subject to the converted Bird Options and shares under the 2021 Plan and the ESPP, as well as shares subject to converted Bird Warrants and shares held by Bird’s affiliates that were subject to a lock-up.

For more information about the Registration Rights Agreement and Subscription Agreements, see the subsections entitled “The Business Combination — Related Agreements — A&R Registration Rights Agreement” and “The Business Combination — Related Agreements — PIPE Financing.”

If the Business Combination’s benefits do not meet the expectations of investors, shareholders or financial analysts, the market price of Switchback’s securities may decline.

If the benefits of the Business Combination do not meet the expectations of investors or securities analysts, the market price of Switchback’s securities prior to the Acquisition Closing may decline. The market values of Switchback’s securities at the time of the Business Combination may vary significantly from their prices on the date the Business Combination Agreement was executed, the date of this proxy statement/prospectus or the date on which Switchback’s shareholders vote on the Business Combination.

In addition, following the Business Combination, fluctuations in the price of New Bird’s securities could contribute to the loss of all or part of your investment in such securities. Accordingly, the valuation ascribed to the Class A Ordinary Shares in the Business Combination may not be indicative of the price of New Bird’s securities that will prevail in the trading market following the Business Combination. If an active market for New Bird’s securities develops and continues, the trading price of New Bird’s securities following the Business Combination could be volatile and subject to wide fluctuations in response to various factors, some of which will be beyond New Bird’s control. Any of the factors listed below could have a material adverse effect on your investment in New Bird’s securities and New Bird’s securities may trade at prices significantly below the price you paid for them. In such circumstances, the trading price of New Bird’s securities may not recover and may experience a further decline.

Factors affecting the trading price of New Bird’s securities following the Business Combination may include:

 

   

actual or anticipated fluctuations in New Bird’s quarterly financial results or the quarterly financial results of companies perceived to be similar to New Bird;

 

   

changes in the market’s expectations about New Bird’s operating results;

 

   

success of competitors;

 

   

New Bird’s operating results failing to meet the expectation of securities analysts or investors in a particular period;

 

   

changes in financial estimates and recommendations by securities analysts concerning New Bird or the market in general;

 

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operating and stock price performance of other companies that investors deem comparable to New Bird;

 

   

New Bird’s ability to market new and enhanced products and technologies on a timely basis;

 

   

changes in laws and regulations affecting New Bird’s business;

 

   

New Bird’s ability to meet compliance requirements;

 

   

commencement of, or involvement in, or the outcomes of, litigation involving New Bird;

 

   

changes in New Bird’s capital structure, such as future issuances of securities or the incurrence of additional debt;

 

   

the volume of New Bird Class A Common Stock available for public sale;

 

   

any major change in the New Bird Board or New Bird’s management;

 

   

sales of substantial amounts of New Bird Class A Common Stock by New Bird’s directors, executive officers or significant shareholders or the perception that such sales could occur; and

 

   

general economic and political conditions such as recessions, interest rates, fuel prices, international currency fluctuations and acts of war or terrorism.

Broad market and industry factors may materially harm the market price of our securities either before or after the consummation of the Business Combination irrespective of our operating performance. The stock market in general and the NYSE have experienced price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of the particular companies affected. The trading prices and valuations of these stocks, and of our securities, may not be predictable. A loss of investor confidence in the market for retail stocks or the stocks of other companies which investors perceive to be similar to New Bird following the Business Combination could depress New Bird’s stock price regardless of its business, prospects, financial conditions or results of operations. A decline in the market price of New Bird’s securities also could adversely affect its ability to issue additional securities and its ability to obtain additional financing in the future.

Following the Business Combination, if securities or industry analysts do not publish or cease publishing research or reports about New Bird, New Bird’s business or its market or its competitors, or if they change their recommendations regarding the New Bird Class A Common Stock adversely, the price and trading volume of the New Bird Class A Common Stock could decline.

The trading market for the New Bird Class A Common Stock will be influenced by the research and reports that industry or securities analysts may publish about New Bird, New Bird’s business, its market or its competitors. If any of the analysts who may cover New Bird following the Business Combination change their recommendation regarding the New Bird Class A Common Stock adversely, or provide more favorable relative recommendations about New Bird’s competitors, the price of the New Bird Class A Common Stock would likely decline. If any analyst who may cover New Bird following the Business Combination were to cease their coverage or fail to regularly publish reports on New Bird, New Bird could lose visibility in the financial markets, which could cause New Bird’s stock price or trading volume to decline.

The Sponsor or Switchback’s directors, officers, advisors or any of their respective affiliates may elect to purchase Switchback’s public shares from public shareholders, which may influence the vote on the Business Combination Proposals and reduce the public “float” of the Class A Ordinary Shares.

The Sponsor, Switchback’s directors, officers, advisors or any of their respective affiliates may purchase public shares in privately negotiated transactions or in the open market either prior to or following the completion of the Business Combination, although they are under no obligation to do so. There is no limit on the number of public shares the Sponsor, Switchback’s directors, officers, advisors or any of their respective

 

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affiliates may purchase in such transactions, subject to compliance with applicable law and the rules of the NYSE. Any such privately negotiated purchases may be effected at purchase prices that are in excess of the per share pro rata portion of the Trust Account. However, the Sponsor and Switchback’s directors, officers, advisors and their respective affiliates have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds in the Trust Account will be used to purchase public shares in such transactions. None of the Sponsor, Switchback’s directors, officers, advisors or any of their respective affiliates will make any such purchases when they are in possession of any material non-public information not disclosed to the seller of such public shares or during a restricted period under Regulation M under the Exchange Act. Such a purchase could include a contractual acknowledgement that such shareholder, although still the record holder of such public shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights, and could include a contractual provision that directs such shareholder to vote such shares in a manner directed by the purchaser.

In the event that the Sponsor and Switchback’s directors, officers, advisors or any of their respective affiliates purchase Switchback’s public shares in privately negotiated transactions from public shareholders who have already elected to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections to redeem their shares.

The purpose of any such purchases of public shares could be to vote such shares in favor of the Business Combination and thereby increase the likelihood of obtaining shareholder approval of the Business Combination or to satisfy a closing condition in the Business Combination Agreement, where it appears that such requirement would otherwise not be met. Any such purchases of Switchback’s public shares may result in the completion of the Business Combination that may not otherwise have been possible. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent the purchasers are subject to such reporting requirements.

In addition, if such purchases are made, the public “float” of the Class A Ordinary Shares may be reduced and the number of beneficial holders of Switchback’s securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of Switchback’s securities on a national securities exchange. See the subsection entitled “The Business Combination — Potential Purchases of Public Shares” for a description of how the Sponsor and Switchback’s directors, officers, advisors or any of their respective affiliates will select which shareholders or warrant holders to purchase securities from in any private transaction.

Changes in laws or regulations, or a failure to comply with any laws or regulations, may adversely affect Switchback’s or, after the consummation of the Business Combination, New Bird’s business, investments and results of operations.

Switchback is and, after the consummation of the Business Combination, New Bird will be subject to laws and regulations enacted by national, regional and local governments. In particular, Switchback is and New Bird will be required to comply with certain SEC and other legal requirements. Compliance with, and monitoring of, applicable laws and regulations may be difficult, time consuming and costly. Those laws and regulations and their interpretation and application may also change from time to time and those changes could have a material adverse effect on Switchback’s and New Bird’s business, investments and results of operations. In addition, a failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on Switchback’s business, and New Bird’s including Switchback’s ability to negotiate and complete the Business Combination, and results of operations.

The JOBS Act permits “emerging growth companies” like Switchback to take advantage of certain exemptions from various reporting requirements applicable to other public companies that are not emerging growth companies.

Switchback qualifies as an “emerging growth company” as defined in Section 2(a)(19) of the Securities Act, as modified by the JOBS Act (as defined below). As such, Switchback takes advantage of certain exemptions

 

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from various reporting requirements applicable to other public companies that are not emerging growth companies, including (a) the exemption from the auditor attestation requirements with respect to internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act, (b) the exemptions from say-on-pay, say-on-frequency and say-on-golden parachute voting requirements and (c) reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements. As a result, Switchback shareholders may not have access to certain information they deem important. Switchback will remain an emerging growth company until the earliest of (a) the last day of the fiscal year (i) following January 12, 2026, the fifth anniversary of the IPO, (ii) in which it has total annual gross revenue of at least $1.07 billion (as adjusted for inflation pursuant to SEC rules from time to time) or (iii) in which Switchback is deemed to be a large accelerated filer, which means the market value of the Class A Ordinary Shares that are held by non-affiliates exceeds $700 million as of the last business day of the prior second fiscal quarter, and (b) the date on which Switchback has issued more than $1.0 billion in non-convertible debt during the prior three year period.

In addition, Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the exemption from complying with new or revised accounting standards provided in Section 7(a)(2)(B) of the Securities Act as long as Switchback is an emerging growth company. An emerging growth company can therefore delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies, but any such election to opt out is irrevocable. Switchback has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, Switchback, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of Switchback’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Switchback cannot predict if investors will find the Class A Ordinary Shares less attractive because it will rely on these exemptions. If some investors find the Class A Ordinary Shares less attractive as a result, there may be a less active trading market for the Class A Ordinary Shares and Switchback’s share price may be more volatile.

The Switchback Warrants and Switchback Founder Shares may have an adverse effect on the market price of the Class A Ordinary Shares and make it more difficult to effectuate the Business Combination.

Switchback issued warrants to purchase 6,325,000 Class A Ordinary Shares as part of the Switchback Units. Switchback also issued 5,550,000 private placement warrants, each exercisable to purchase one Class A Ordinary Share at $11.50 per share.

Switchback’s initial shareholders currently own an aggregate of 7,906,250 Switchback Founder Shares. The Switchback Founder Shares are convertible into Class A Ordinary Shares on a one-for-one basis, subject to adjustment for share splits, share dividends, reorganizations, recapitalizations and the like and subject to further adjustment as set forth herein. In addition, if the Sponsor makes any working capital loans, it may convert those loans into up to an additional 1,000,000 private placement warrants, at the price of $1.50 per warrant. Any issuance of a substantial number of additional Class A Ordinary Shares upon exercise of these warrants and conversion rights will increase the number of issued and outstanding Class A Ordinary Shares and reduce the value of the Class A Ordinary Shares issued to complete the Business Combination. Therefore, the Switchback Warrants and Switchback Founder Shares may make it more difficult to effectuate the Business Combination or increase the cost of acquiring Bird.

 

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Switchback does not have a specified maximum redemption threshold. The absence of such a redemption threshold may make it possible for Switchback to complete the Business Combination even if a substantial majority of Switchback’s shareholders do not agree.

The Existing Organizational Documents do not provide a specified maximum redemption threshold, except that in no event will Switchback redeem public shares in an amount that would cause its net tangible assets to be less than $5,000,001 after giving effect to the transactions contemplated by the Business Combination Agreement and the PIPE Financing unless the Class A Ordinary Shares otherwise do not constitute “penny stock” as such term is defined in Rule 3a51-1 of the Exchange Act. As a result, Switchback may be able to complete the Business Combination even though a substantial majority of its public shareholders do not agree with the transaction and have redeemed their shares or have entered into privately negotiated agreements to sell their shares to the Sponsor, Switchback’s officers, directors, advisors or any of their respective affiliates. In the event the aggregate cash consideration Switchback would be required to pay for all of the Class A Ordinary Shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed Business Combination exceeds the aggregate amount of cash available to Switchback, it will not complete the Business Combination or redeem any shares, all of the Class A Ordinary Shares submitted for redemption will be returned to the holders thereof, and Switchback instead may search for an alternate Initial Business Combination.

Switchback’s shareholders will have a reduced ownership and voting interests after the Business Combination and will exercise less influence over New Bird’s management.

Upon the issuance of the shares of New Bird Class A Common Stock and New Bird Class X Common Stock to the Historical Rollover Stockholders and the issuance of the shares of New Bird Class A Common Stock to the New PIPE Investors, current holders of Ordinary Shares will be diluted. Following the consummation of the Business Combination and the PIPE Financing, current holders of Ordinary Shares would own 12.8% of New Bird, and as a result of the higher voting rights of the New Bird Class X Common Stock, would control 3.6% of the voting power of New Bird.

The market price of shares of New Bird Class A Common Stock after the Business Combination may be affected by factors different from those currently affecting the price of the Class A Ordinary Shares.

Upon completion of the Business Combination, Bird stockholders will become holders of New Bird Class A Common Stock. Prior to the Business Combination, Switchback has limited operations. Upon completion of the Business Combination, New Bird’s results of operations will depend upon the performance of the Bird business, which is affected by factors that are different from those currently affecting the results of operations of Switchback.

The Business Combination or post-combination company may be materially adversely affected by the COVID-19 pandemic.

In December 2019, COVID-19 was reported to have surfaced in Wuhan, China. COVID-19 has and is continuing to spread throughout the world, including the United States. On January 30, 2020, the World Health Organization (“WHO”) declared the outbreak of COVID-19 a “Public Health Emergency of International Concern.” On January 31, 2020, U.S. Health and Human Services Secretary Alex M. Azar II declared a public health emergency for the United States to aid the U.S. healthcare community in responding to COVID-19, and on March 11, 2020, the WHO characterized the outbreak as a “pandemic.” The COVID-19 outbreak has resulted, and a significant outbreak of other infectious diseases could result, in a widespread health crisis that could adversely affect the economies and financial markets worldwide. Additionally, Switchback’s ability to consummate the Business Combination may be materially adversely affected due to significant governmental measures being implemented to contain the outbreak of COVID-19 or its impact, including travel restrictions, the shutdown of businesses and quarantines, among others, which may limit Switchback’s ability to have meetings

 

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with potential investors or affect the ability of Bird’s personnel, vendors and service providers to negotiate and consummate the Business Combination in a timely manner. The extent to which COVID-19 impacts the Business Combination will depend on the efficacy and distribution of recently developed COVID-19 vaccines and future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of COVID-19 and the actions to contain COVID-19 or treat its impact, among others. If the disruptions posed by COVID-19 or other matters of global concern continue for an extensive period of time, Switchback’s ability to consummate the Business Combination may be materially adversely affected.

Upon consummation of the Business Combination, the rights of the holders of New Bird Common Stock arising under the DGCL as well as the Proposed Organizational Documents will differ from and may be less favorable to the rights of holders of Class A Ordinary Shares arising under Cayman Islands law as well as the Existing Organizational Documents.

Upon consummation of the Business Combination, the rights of holders of New Bird Common Stock will arise under the Proposed Organizational Documents as well as the DGCL. The Proposed Organizational Documents and the DGCL contain provisions that differ in some respects from those in the Existing Organizational Documents and under Cayman Islands law and, therefore, some rights of holders of New Bird Common Stock could differ from the rights that holders of Class A Ordinary Shares currently possess. For instance, while class actions are generally not available to shareholders under Cayman Islands law, such actions are generally available under the DGCL. This change could increase the likelihood that New Bird becomes involved in costly litigation, which could have a material adverse effect on New Bird.

In addition, there are differences between the Proposed Organizational Documents and the Existing Organizational Documents. For a more detailed description of the rights of holders of New Bird Common Stock and how they may differ from the rights of holders of Class A Ordinary Shares, please see the section entitled “Comparison of Corporate Governance and Shareholder Rights.” The forms of the Proposed Certificate of Incorporation and the Proposed Bylaws of New Bird are attached as Annex B and Annex C, respectively, to this proxy statement/prospectus, and you are urged to read them.

The Proposed Organizational Documents will provide, subject to limited exceptions, that the Court of Chancery of the State of Delaware will be the sole and exclusive forum for certain stockholder litigation matters, which could limit stockholders’ ability to obtain a more favorable judicial forum for disputes with New Bird or its directors, officers, employees or stockholders.

The Proposed Organizational Documents will require, to the fullest extent permitted by law, that derivative actions brought in name of New Bird, actions against directors, officers and employees for breach of fiduciary duty and other similar actions may be brought in the Court of Chancery in the State of Delaware or, if that court lacks subject matter jurisdiction, another federal or state court situated in the State of Delaware. Any person or entity purchasing or otherwise acquiring any interest in shares of capital stock shall be deemed to have notice of and consented to the forum provisions in the Proposed Organizational Documents. In addition, the Proposed Organizational Documents will provide that the federal district courts of the United States shall be the exclusive forum for the resolution of any complaint asserting a cause of action under the Securities Act and the Exchange Act.

In March 2020, the Delaware Supreme Court issued a decision in Salzburg et al. v. Sciabacucchi, which found that an exclusive forum provision providing for claims under the Securities Act to be brought in federal court is facially valid under Delaware law. It is unclear whether this decision will be appealed, or what the final outcome of this case will be. New Bird intends to enforce this provision, but it does not know whether courts in other jurisdictions will agree with this decision or enforce it.

This choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with New Bird or any of its directors, officers, other employees or stockholders,

 

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which may discourage lawsuits with respect to such claims. Alternatively, if a court were to find the choice of forum provision contained in the Proposed Certificate of Incorporation to be inapplicable or unenforceable in an action, New Bird may incur additional costs associated with resolving such action in other jurisdictions, which could harm its business, operating results and financial condition.

U.S. Holders may recognize gain for U.S. federal income tax purposes as a result of the Domestication Merger.

U.S. Holders (as defined in “The Business Combination—Material U.S. Federal Income Tax Considerations”) may recognize gain for U.S. federal income tax purposes as a result of the Domestication Merger. Because the Domestication Merger will occur prior to the redemption of U.S. Holders that exercise redemption rights, U.S. Holders exercising redemption rights will be subject to the potential tax consequences of the Domestication Merger.

As discussed more fully below under the caption “The Business Combination—Material U.S. Federal Income Tax Considerations—U.S. Federal Income Taxation of U.S. Holders,” it is intended that the Domestication Merger qualify as an F Reorganization. Assuming the Domestication Merger so qualifies, Section 367(b) of the Code, which applies to the domestication of a foreign corporation in an F Reorganization, may apply with respect to certain U.S. Holders on the date of the Domestication Merger and could require such U.S. Holders to recognize gain (but not loss) with respect to the Domestication Merger unless a certain election is made to include the “all earnings and profits amount” attributable to such U.S. Holder, as discussed more fully below under the caption “The Business Combination—Material U.S. Federal Income Tax Considerations—U.S. Federal Income Taxation of U.S. Holders—Effects of Section 367(b).”

Additionally, if Switchback were to be treated as a PFIC for U.S. federal income tax purposes, certain U.S. Holders may be subject to adverse tax consequences as a result of the Domestication Merger. If certain proposed U.S. Treasury regulations relating to PFICs were finalized (including retroactively after the date of the Domestication Merger) in their currently proposed form, such U.S. Treasury regulations may require gain recognition by a U.S. Holder with respect to its exchange of Class A Ordinary Shares and Switchback Warrants, as applicable, for New Bird Class A Common Stock and New Bird Warrants in the Domestication Merger. See “The Business Combination — Material U.S. Federal Income Tax Considerations — U.S. Federal Income Taxation of U.S. Holders — Passive Foreign Investment Company Rules.” A U.S. Holder may be able to avoid the PFIC gain and certain other tax consequences associated with PFIC status with respect to its Class A Ordinary Shares if such U.S. Holder either (i) is eligible to and makes a timely and valid QEF Election (as defined and described below under “The Business Combination — Material U.S. Federal Income Tax Considerations—U.S. Federal Income Taxation of U.S. Holders — Passive Foreign Investment Company Rules”) in the first taxable year in which such U.S. Holder held (or was deemed to hold) Class A Ordinary Shares and in which Switchback was classified as a PFIC or (ii) makes a Mark-to-Market Election (as defined and described below) with respect to its Class A Ordinary Shares. The application of the PFIC rules to U.S. Holders of Switchback Warrants is unclear, as discussed more fully below under the caption “The Business Combination — Material U.S. Federal Income Tax Considerations — U.S. Federal Income Taxation of U.S. Holders — Passive Foreign Investment Company Rules.”

The rules governing the U.S. federal income tax treatment of the Domestication Merger are complex and will depend on a holder’s particular circumstances. All holders of Switchback Public Securities are urged to consult with, and rely solely upon, their tax advisors regarding the potential tax consequences to them of the Domestication Merger, including the effects of Section 367(b) of the Code, the application of the PFIC rules, and if the Domestication Merger were to fail to qualify as an F Reorganization. For a more complete discussion of the U.S. federal income tax considerations of the Domestication Merger, see “The Business Combination — Material U.S. Federal Income Tax Considerations — U.S. Federal Income Taxation of U.S. Holders.”

 

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Risks Related to the Redemption

There is no guarantee that a shareholder’s decision whether to redeem its shares for a pro rata portion of the Trust Account will put the shareholder in a better future economic position.

Switchback can give no assurance as to the price at which a shareholder may be able to sell its public shares in the future following the completion of the Business Combination or any alternative Business Combination. Certain events following the consummation of the Business Combination may cause an increase in the price of New Bird Class A Common Stock and may result in a lower value realized now than a shareholder might realize in the future had the shareholder redeemed their shares. Similarly, if a shareholder does not redeem their shares, the shareholder will bear the risk of ownership of the New Bird Class A Common Stock after the consummation of the Business Combination, and there can be no assurance that a shareholder can sell its shares in the future for a greater amount than the redemption price set forth in this proxy statement/prospectus. A shareholder should consult, and rely solely upon, the shareholder’s own tax and/or financial advisor for assistance on how this may affect his, her or its individual situation.

If Switchback’s shareholders fail to comply with the redemption requirements specified in this proxy statement/prospectus, they will not be entitled to redeem their Class A Ordinary Shares for a pro rata portion of the funds held in the Trust Account.

In order to exercise their redemption rights, holders of public shares are required to submit a request in writing and deliver their shares (either physically or electronically) to Switchback’s transfer agent at least two business days prior to the extraordinary general meeting. Shareholders electing to redeem their shares will receive their pro rata portion of the Trust Account, including interest not previously released to us to pay Switchback’s taxes, calculated as of two business days prior to the anticipated consummation of the Business Combination. See the subsection entitled “Extraordinary General Meeting — Redemption Rights” for additional information on how to exercise your redemption rights.

Shareholders who wish to redeem their shares for a pro rata portion of the Trust Account must comply with specific requirements for redemption that may make it more difficult for them to exercise their redemption rights prior to the deadline.

Public shareholders who wish to redeem their shares for a pro rata portion of the Trust Account must, among other things, as more fully described in the subsection entitled “Extraordinary General Meeting — Redemption Rights,” tender their certificates to Switchback’s transfer agent or deliver their shares to the transfer agent electronically through DTC prior to 5:00 p.m., Eastern time, on                     , 2021. In order to obtain a physical stock certificate, a shareholder’s broker and/or clearing broker, DTC and Switchback’s transfer agent will need to act to facilitate this request. It is Switchback’s understanding that shareholders should generally allot at least two weeks to obtain physical certificates from the transfer agent. However, because Switchback does not have any control over this process or over the brokers, it may take significantly longer than two weeks to obtain a physical certificate. If it takes longer than anticipated to obtain a physical certificate, shareholders who wish to redeem their shares may be unable to obtain physical certificates by the deadline for exercising their redemption rights and thus will be unable to redeem their shares.

In addition, holders of outstanding Switchback Units must separate the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. If you hold Switchback Units registered in your own name, you must deliver the certificate for such units or deliver such units electronically to Continental Stock Transfer & Trust Company with written instructions to separate such units into public shares and public warrants. This must be completed far enough in advance to permit the mailing of the public share certificates or electronic delivery of the public shares back to you so that you may then exercise your redemption rights with respect to the public shares following the separation of such public shares from the Switchback Units.

If a broker, dealer, commercial bank, trust company or other nominee holds your Switchback Units, you must instruct such nominee to separate your Switchback Units. Your nominee must send written instructions by

 

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facsimile to Continental Stock Transfer & Trust Company. Such written instructions must include the number of Switchback Units to be split and the nominee holding such units. Your nominee must also initiate electronically, using DTC’s DWAC system, a withdrawal of the relevant Switchback Units and a deposit of the corresponding number of public shares and public warrants. This must be completed far enough in advance to permit your nominee to exercise your redemption rights with respect to the public shares following the separation of such public shares from the Switchback Units. While this is typically done electronically on the same business day, you should allow at least one full business day to accomplish the separation. If you fail to cause your public shares to be separated in a timely manner, you will likely not be able to exercise your redemption rights.

If a public shareholder fails to receive notice of Switchback’s offer to redeem its public shares in connection with the Business Combination, or fails to comply with the procedures for tendering its shares, such shares may not be redeemed.

Switchback will comply with the proxy rules when conducting redemptions in connection with the Business Combination. Despite Switchback’s compliance with these rules, if a public shareholder fails to receive Switchback’s proxy materials, such shareholder may not become aware of the opportunity to redeem its public shares. In addition, the proxy materials that Switchback will furnish to holders of its public shares in connection with the Business Combination will describe the various procedures that must be complied with in order to validly redeem public shares. In the event that a shareholder fails to comply with these or any other procedures, its public shares may not be redeemed.

If Switchback is unable to consummate the Business Combination or any other Initial Business Combination within the Combination Period, the public shareholders may be forced to wait beyond such date before redemption from the Trust Account.

If Switchback is unable to consummate the Business Combination or any other Initial Business Combination within the Combination Period, Switchback will (a) cease all operations except for the purpose of winding up, (b) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to Switchback to pay its taxes (less up to $100,000 of interest to pay dissolution expenses and net of taxes payable), divided by the number of then-outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (c) as promptly as reasonably possible following such redemption, subject to the approval of Switchback’s remaining shareholders and the Switchback Board, liquidate and dissolve, subject in each case of (b) and (c) above to Switchback’s obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law.

Whether a redemption of New Bird Class A Common Stock will be treated as a sale of such New Bird Class A Common Stock for U.S. federal income tax purposes will depend on a shareholder’s specific facts.

The U.S. federal income tax treatment of a redemption of New Bird Class A Common Stock will depend on whether the redemption qualifies as a sale of such New Bird Class A Common Stock under Section 302(a) of the Code, which will depend largely on the total number of shares of New Bird stock treated as held by the shareholder electing to redeem its New Bird Class A Common Stock (including any shares of constructively owned by the holder as a result of owning Switchback Warrants or otherwise) relative to all of the shares of New Bird stock outstanding both before and after the redemption. If such redemption is not treated as a sale of New Bird Class A Common Stock for U.S. federal income tax purposes, the redemption will instead be treated as a corporate distribution of cash from New Bird. For more information about the U.S. federal income tax treatment of the redemption of New Bird Class A Common Stock, see “The Business Combination — Material U.S. Federal Income Tax Considerations — U.S. Federal Income Taxation of U.S. Holders — Redemption of New Bird Class A Common Stock” or “The Business Combination — Material U.S. Federal Income Tax Considerations — U.S. Federal Income Taxation of Non-U.S. Holders — Redemption of New Bird Class A Common Stock,” as applicable.

 

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus includes forward-looking statements. Switchback based these forward-looking statements on its current expectations and projections about future events. All statements, other than statements of present or historical fact included in this proxy statement/prospectus, regarding the proposed Business Combination, Switchback’s ability to consummate the Business Combination, the benefits of the transaction, the post-combination company’s future financial performance following the Business Combination and the post-combination company’s strategy, expansion plans, future operations, future operating results, estimated revenues, losses, projected costs, prospects, plans and objectives of Switchback’s management are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “intend,” “believe,” “estimate,” “continue,” “project” or the negative of such terms or other similar expressions. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. Except as otherwise required by applicable law, Switchback disclaims any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date of this proxy statement/prospectus. Switchback cautions you that these forward-looking statements are subject to numerous risks and uncertainties, most of which are difficult to predict and many of which are beyond the control of Switchback.

In addition, Switchback cautions you that the forward-looking statements regarding Switchback and the post-combination company, which are included in this proxy statement/prospectus, are subject to the following factors:

 

   

the occurrence of any event, change or other circumstances that could delay the Business Combination or give rise to the termination of the Business Combination Agreement;

 

   

the outcome of any legal proceedings that have been or may be instituted against Switchback following announcement of the Business Combination;

 

   

the inability to complete the Business Combination due to the failure to obtain approval of the shareholders of Switchback, or satisfy the other conditions to closing in the Business Combination Agreement;

 

   

the ability to obtain or maintain the listing of New Bird Class A Common Stock on the NYSE following the Business Combination;

 

   

the risk that Switchback may not be able to consummate the PIPE Financing;

 

   

the risk that the proposed Business Combination disrupts current plans and operations of Bird or Switchback as a result of the announcement and consummation of the Business Combination;

 

   

Switchback’s ability to realize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition and the ability of New Bird to grow and manage growth profitably following the Business Combination;

 

   

costs related to the Business Combination;

 

   

New Bird’s success in retaining or recruiting, or changes in, its officers, key employees or directors following the Business Combination;

 

   

the possibility of third-party claims against the Trust Account;

 

   

changes in applicable laws or regulations;

 

   

the possibility that COVID-19 may hinder Switchback’s ability to consummate the Business Combination;

 

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the possibility that COVID-19 may adversely affect the results of operations, financial position and cash flows of Switchback, Bird or New Bird;

 

   

technological changes;

 

   

data security breaches or other network outages; and

 

   

the possibility that Switchback or New Bird may be adversely affected by other economic, business or competitive factors.

Should one or more of the risks or uncertainties described in this proxy statement/prospectus, or should underlying assumptions prove incorrect, actual results and plans could differ materially from those expressed in any forward-looking statements. Additional information concerning these and other factors that may impact the operations and projections discussed herein can be found in the section entitled “Risk Factors” and in Switchback’s periodic filings with the SEC, including its Annual Report on Form 10-K for the fiscal year ended December 31, 2020. Switchback’s SEC filings are available publicly on the SEC’s website at www.sec.gov.

 

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UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The following unaudited pro forma condensed combined balance sheet as of December 31, 2020 and the unaudited pro forma condensed combined statements of operations for the year ended December 31, 2020 present the combined financial information of Switchback II Corporation (“Switchback”) and Bird Rides, Inc. (“Bird”), after giving effect to the Business Combination and related adjustments described in the accompanying notes. Switchback and Bird are collectively referred to herein as the “Companies,” and the Companies, subsequent to the Business Combination, are referred to herein as the “Combined Company”.

The unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X, as amended by the final rule, Release 33 10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses.” The following unaudited pro forma condensed combined statements of operations for the for the year ended December 31, 2020 give pro forma effect to the Business Combination as if it had occurred on January 1, 2020. The unaudited pro forma condensed combined balance sheet as of December 31, 2020 gives pro forma effect to the Business Combination as if it was completed on December 31, 2020.

The unaudited pro forma condensed combined financial information are based on and should be read in conjunction with the audited historical financial statements of each of Switchback and Bird and the related notes thereto as of and for the year ended December 31, 2020, Bird’s conversion of Redeemable Convertible Preferred Stock and issuance of Senior Redeemable Senior Convertible Preferred Stock and Bird Senior Preferred Warrants (see Note 2), and Switchback’s IPO (see Note 3, both of which were consummated after December 31, 2020, as well as the disclosures contained in the sections titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Switchback” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Bird”).

The unaudited pro forma condensed combined financial statements have been presented for illustrative purposes only and do not necessarily reflect what the Combined Company’s financial condition or results of operations would have been had the Business Combination occurred on the dates indicated. Further, the unaudited pro forma condensed combined financial information also may not be useful in predicting the future financial condition and results of operations of the Combined Company. The actual financial position and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors. The unaudited pro forma adjustments represent management’s estimates based on information available as of the date of these unaudited pro forma condensed combined financial statements and are subject to change as additional information becomes available and analyses are performed.

On May 11, 2021, Switchback entered into the Business Combination Agreement with Bird, under the terms of which, Bird and Switchback each created wholly-owned subsidiaries called Bird Global, Inc. (“Bird Holdings”) and Maverick Merger Sub, Inc. (“Merger Sub”), respectively. Switchback merged with Bird Holdings (the “Domestication Merger”), with Bird Holdings remaining as the surviving entity, while Merger Sub became Bird Holdings’ wholly-owned subsidiary. Following the Domestication Merger, Merger Sub merged with Bird (the “Acquisition Merger”), with Bird remaining as the surviving entity and a wholly-owned subsidiary of Bird Holdings (the closing of the Acquisition Merger, “Acquisition Closing Date”). After the Acquisition Closing Date, Bird Holdings is the surviving corporation and is referred to as “New Bird” (the aforementioned transactions are collectively referred to as the “Business Combination”). The consideration due to Bird stockholders and Switchback shareholders in the Business Combination will consist entirely of New Bird common stock valued at $10.00 per share. Immediately following the closing of the proposed transaction, New Bird expects to trade on the NYSE under the ticker symbol “        ,” pending NYSE approval.

The unaudited pro forma condensed combined information assumes that Switchback’s shareholders approve the proposed Business Combination. Switchback’s public stockholders may elect to redeem their shares of Public Shares (“Public Shares”) for cash even if they approve the proposed Business Combination. Switchback cannot

 

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predict how many of its public stockholders will exercise their right to have their Public Shares redeemed for cash. As a result, New Bird has elected to provide the unaudited pro forma condensed combined financial information under two different redemption scenarios. As described in greater detail in Note 5 below, the first scenario, or “no redemption scenario,” assumes that none of Switchback’s public stockholders will exercise their right to have their Public Shares redeemed for cash, and the second scenario, or “maximum redemption scenario”, assumes redemption of the maximum number of shares of Public Shares that could be redeemed for cash, while still providing New Bird with cash at closing of the Business Combination of no less than the minimum of $160.0 million required by the Business Combination Agreement. The actual results will be within the parameters described by the two scenarios. However, there can be no assurance regarding which scenario will be closest to the actual results. Under both scenarios, Bird is considered the accounting acquirer.

 

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UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

AS OF DECEMBER 31, 2020

(in thousands, except number of shares amounts)

 

    As of December 31, 2020                       Scenario 1
(Assuming No Redemptions into Cash)
 
    Switchback II
Corporation
(Historical)
    Bird
Historical
    Bird
Preferred
Conversion
and Senior
Preferred
Financing
Note 2
    Switchback
II IPO
Note 3
    Combined
Capitalization
Before Close
    Pro Forma
Adjustments
        Pro Forma
Combined
 

ASSETS

               

Cash and cash equivalents

  $ —       $ 43,158     $ 207,819     $ —       $ 250,977     $ 458,781     4(a)(d)(e)   $ 709,758  

Restricted cash and cash equivalents

    —         9,609       —         —         9,609       —           9,609  

Accounts receivable, net

    —         2,857       —         —         2,857       —           2,857  

Inventory

    —         5,256       —         —         5,256       —           5,256  

Due from Sponsor

    —         —         —         1,893       1,893       (1,893   4(b)     —    

Prepaid expenses and other current assets

    —         8,254       —         —         8,254       1,893     4(b)     10,147  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

     

 

 

 

Total Current Assets

    —         69,134       207,819       1,893       278,846       458,781         737,627  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

     

 

 

 

Deferred offering costs associated with proposed public offering

    313       —         —         (313     —         —           —    

Property and equipment—net

    —         4,152       —         —         4,152       —           4,152  

Vehicle deposits

    —         13,290       —         —         13,290       —           13,290  

Vehicles, net

    —         81,105       —         —         81,105       —           81,105  

Goodwill

    —         131,255       —         —         131,255       —           131,255  

Other assets

    —         4,944       —         —         4,944       —           4,944  

Cash held in trust account

    —         —         —         316,250       316,250       (316,250   4(a)(d)     —    
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

     

 

 

 

Total Assets

  $ 313     $ 303,880     $ 207,819     $ 317,830     $ 829,842     $ 142,531       $ 972,373  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

     

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

               

Accounts payable

    41       12,212       —         (36     12,217       —           12,217  

Note payable—related party

    75       —         —         (75     —         —           —    

Note payable—current

    —         29,280       —         —         29,280       —           29,280  

Accrued expenses

    207       20,004       —         (202     20,009       —           20,009  

Deferred revenue

    —         42,900       —         —         42,900       —           42,900  

Due to sponsor

    —         —         —         —         —         —           —    

Other current liabilities

    —         5,078       —         —         5,078       34,082     4(c)     39,160