8-A12B 1 f8a12b072519_switchback.htm REGISTRATION OF CERTAIN CLASSES OF SECURITIES

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-A

 

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR 12(g) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Switchback Energy Acquisition Corporation

(Exact name of registrant as specified in its charter)

 

Delaware   84-1747686
(State of incorporation or organization)   (I.R.S. Employer Identification No.)

 

5949 Sherry Lane, Suite 1010

Dallas, Texas

  75225
(Address of principal executive offices)     (Zip Code)

 

Securities to be registered pursuant to Section 12(b) of the Act:

 

Title of each class
to be so registered
  Name of each exchange on which
each class is to be registered
Units, each consisting of one share of Class A
Common Stock and one-third of one Warrant
  New York Stock Exchange
Class A Common Stock, par value $0.0001 per share   New York Stock Exchange
Warrants, exercisable for one share of
Class A Common Stock
  New York Stock Exchange

 

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box. ☒  

 

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box. ☐

 

If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ☐

 

Securities Act registration statement or Regulation A offering statement file number to which this form relates (if applicable): 333-232501

 

Securities to be registered pursuant to Section 12(g) of the Act:  None

 

 

 

 

 

 

Item 1.  Description of Registrant’s Securities to be Registered

 

The securities to be registered hereby are the units, Class A common stock, par value $0.0001 per share, and warrants to purchase Class A common stock of Switchback Energy Acquisition Corporation (the “Registrant”).  The description of the units, Class A common stock and warrants to purchase common stock contained under the heading “Description of Securities” in the Registrant’s Registration Statement on Form S-1 (File No. 333-232501), originally filed with the Securities and Exchange Commission on July 1, 2019, as thereafter amended and supplemented from time to time (the “Registration Statement”), to which this Form 8-A relates is incorporated by reference herein. In addition, any description of such securities contained in a form of prospectus or prospectus supplement relating to the Registration Statement subsequently filed by the Registrant pursuant to Rule 424(b) under the Securities Act of 1933, as amended, shall be deemed to be incorporated by reference herein.

 

Item 2.  Exhibits

 

Exhibit No.   Description
     
3.2   Form of Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.2 to the Registrant’s Registration Statement on Form S-1 (File No. 333-232501), filed with the Securities and Exchange Commission on July 1, 2019).
     
3.3   Bylaws (incorporated by reference to Exhibit 3.3 to the Registrant’s Registration Statement on Form S-1 (File No. 333-232501), filed with the Securities and Exchange Commission on July 1, 2019).
     
4.1   Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-232501), filed with the Securities and Exchange Commission on July 1, 2019).
     
4.2   Specimen Class A Common Stock Certificate (incorporated by reference to Exhibit 4.2 to the Registrant’s Registration Statement on Form S-1 (File No. 333-232501), filed with the Securities and Exchange Commission on July 1, 2019).
     
4.3   Specimen Warrant Certificate (incorporated by reference to Exhibit 4.3 to the Registrant’s Registration Statement on Form S-1 (File No. 333-232501), filed with the Securities and Exchange Commission on July 1, 2019).
     
4.4   Form of Warrant Agreement between the Registrant and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 4.4 to the Registrant’s Registration Statement on Form S-1 (File No. 333-232501), filed with the Securities and Exchange Commission on July 1, 2019).
     
10.3   Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant (incorporated by reference to Exhibit 10.3 to the Registrant’s Registration Statement on Form S-1 (File No. 333-232501), filed with the Securities and Exchange Commission on July 1, 2019).
     
10.4   Form of Registration Rights Agreement by and among the Registrant, NGP Switchback, LLC and the other parties thereto (incorporated by reference to Exhibit 10.4 to the Registrant’s Registration Statement on Form S-1 (File No. 333-232501), filed with the Securities and Exchange Commission on July 1, 2019).

 

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Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Date:  July 25, 2019  
   
  Switchback Energy Acquisition Corporation
     
  By: /s/ Jim Mutrie
  Name: Jim Mutrie
  Title: Chief Commercial Officer, General Counsel, Secretary and Director

 

 

 

 

 

 

 

 

 

 

 

[Signature page to Form 8-A]

 

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