424B3 1 f424b3_switchback.htm

Filed Pursuant to Rule 424(b)(3)

Registration Statement No. 333-249549

PROXY STATEMENT, PROSPECTUS AND CONSENT SOLICITATION STATEMENT

SWITCHBACK ENERGY ACQUISITION CORPORATION

Dear Stockholders of Switchback Energy Acquisition Corporation:

Switchback Energy Acquisition Corporation, a Delaware corporation (“Switchback”), Lightning Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Switchback (“Merger Sub”), and ChargePoint, Inc., a Delaware corporation (“ChargePoint”) have entered into a Business Combination Agreement and Plan of Reorganization (the “Business Combination Agreement”) pursuant to which Merger Sub will merge with and into ChargePoint, with ChargePoint surviving the merger as a wholly owned subsidiary of Switchback (collectively with the other transactions described in the Business Combination Agreement, the “Business Combination”). At the closing of the Business Combination, each outstanding share of ChargePoint’s common stock, par value $0.0001 per share (the “ChargePoint Common Stock”), (including each share of ChargePoint’s preferred stock, par value $0.0001 per share (the “ChargePoint Preferred Stock”), that will be converted into shares of ChargePoint Common Stock immediately prior to such closing (the “Conversion”), but excluding shares of ChargePoint’s outstanding unvested restricted stock), will be cancelled and automatically converted into the right to receive (a) the number of shares of Switchback’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), equal to the exchange ratio (determined in accordance with the Business Combination Agreement and as further described herein) and (b) the contingent right to receive certain earnout shares. See the section entitled “The Business Combination” of the attached proxy statement/prospectus/consent solicitation statement for further information on the consideration being paid to the stockholders of ChargePoint.

Switchback’s units, Class A Common Stock and warrants are currently listed on the New York Stock Exchange under the symbols “SBE.U,” “SBE” and “SBE WS,” respectively. Switchback intends to apply to list the shares of Class A Common Stock and the warrants of the post-combination company on the New York Stock Exchange under the symbols “CHPT” and “CHPT WS,” respectively, upon the closing of the Business Combination. At the closing of the Business Combination, each unit will separate into its components consisting of one share of Class A Common Stock and one-third of one warrant.

NGP Switchback, LLC, a Delaware limited liability company (the “Sponsor”), and Switchback’s officers and directors have agreed to (a) vote all of their shares of Class B common stock, par value $0.0001 per share (the “Founder Shares”), and all of their shares of Class A Common Stock in favor of the Business Combination, (b) certain restrictions on their shares of Class A Common Stock and (c) in the case of the Sponsor, bear any transaction costs in excess of $20,000,000 that are allocable to Switchback in accordance with the Business Combination Agreement, excluding any costs associated with the PIPE Financing (as described below). In addition, in connection with the execution of the Business Combination Agreement, the Sponsor and the other holders of Founder Shares agreed that (i) subject to the satisfaction of the conditions to the closing set forth in the Business Combination Agreement, immediately prior to the closing, they would surrender to Switchback, for no consideration, 984,706 Founder Shares held by them (on a pro rata basis), whereupon such Founder Shares will be immediately cancelled and (ii) upon and subject to the closing, subject the 900,000 Founder Shares held by the initial stockholders (including any shares of Class A Common Stock issued in exchange therefor in the merger) held by them, on a pro rata basis, to potential forfeiture as further described in this proxy statement/prospectus/consent solicitation statement.

As described further in the attached proxy statement/prospectus/consent solicitation statement, Switchback will issue up to 250,000,000 shares of Class A Common Stock to holders of ChargePoint Common Stock (including shares of ChargePoint Preferred Stock that will be converted in the Conversion) and eligible holders of ChargePoint options and warrants in connection with the Business Combination, including up to 27,000,000 shares of Class A Common Stock issuable as additional merger consideration if certain share price thresholds are achieved within five years after the closing of the Business Combination. In addition, Switchback will reserve up to 71,803,112 shares of Class A Common Stock for issuance with respect to options and warrants to be issued in exchange for outstanding pre-merger ChargePoint options and warrants. To raise additional proceeds to fund the Business Combination, Switchback has entered into subscription agreements pursuant to which certain investors have agreed to purchase an aggregate of 22,500,000 shares of Class A Common Stock, for a purchase price of $10.00 per share (the “PIPE Financing”).

Switchback is holding a special meeting of its stockholders in order to obtain the stockholder approvals necessary to complete the Business Combination. At the special meeting of stockholders, which will be held on February 11, 2021, at 10 a.m., Eastern time, via live webcast at https://www.cstproxy.com/switchbackenergy/sm2021, Switchback will ask its stockholders to approve and adopt the Business Combination Agreement and the Business Combination and to approve the other proposals described in this proxy statement/prospectus/consent solicitation statement.

 

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As described in this proxy statement/prospectus/consent solicitation statement, certain stockholders of ChargePoint, whose ownership interests collectively represent the outstanding shares of ChargePoint Common Stock and ChargePoint Preferred Stock (voting on an as-converted basis) sufficient to approve the Business Combination on behalf of ChargePoint, are parties to a support agreement with Switchback whereby such stockholders agreed to vote all of their shares of ChargePoint Common Stock and ChargePoint Preferred Stock in favor of approving the Business Combination and other proposed transactions contemplated by the Business Combination Agreement.

In addition, ChargePoint will seek the written consent of ChargePoint’s stockholders as required to approve and adopt the Business Combination Agreement and the transactions contemplated thereunder (including the Conversion). Such approval requires the affirmative vote in favor of the approval and adoption of the Business Combination Agreement and the Business Combination by holders of at least a (a) majority of the outstanding shares of the ChargePoint Common Stock and ChargePoint Preferred Stock (on an as-converted basis), voting together as a single class, (b) a majority of the outstanding shares of the ChargePoint Preferred Stock, voting together as a single class on an as-converted basis, (c) two-thirds of the outstanding shares of the ChargePoint Series A preferred stock, Series B preferred stock and Series C preferred stock (voting together as a single class on an as-converted basis), (d) two-thirds of the outstanding shares of the ChargePoint Series D preferred stock, (e) a majority of the outstanding shares the ChargePoint Series E preferred stock, Series F preferred stock and Series G preferred stock (voting together as a single class on an as-converted basis), (f) a majority of the outstanding shares of the ChargePoint Series H preferred stock (including the approval of certain holders of Series H preferred stock) and (g) a majority of the outstanding shares of the ChargePoint Series H-1 preferred stock. No additional approval or vote from any holders of any class or series of stock of ChargePoint will be necessary to adopt and approve the Business Combination Agreement and the Business Combination.

After careful consideration, the boards of directors of Switchback and ChargePoint 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/consent solicitation statement, and the boards of directors of Switchback and ChargePoint have each determined that it is advisable to consummate the Business Combination. The board of directors of Switchback recommends that its stockholders vote “FOR” the approval of the Business Combination Agreement, “FOR” the issuance of Class A Common Stock to be issued in connection with the Business Combination and “FOR” the other proposals described in this proxy statement/prospectus/consent solicitation statement.

Your vote is very important, regardless of the number of shares of Class A Common Stock you own. To ensure your representation at the special 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 special meeting.

More information about Switchback, ChargePoint and the proposed transactions is included in this proxy statement/prospectus/consent solicitation statement. Switchback urges you to read the accompanying proxy statement/prospectus/consent solicitation statement, including the financial statements and annexes and other documents referred to herein, carefully and in their entirety. IN PARTICULAR, YOU SHOULD CAREFULLY CONSIDER THE MATTERS DISCUSSED UNDER “RISK FACTORS” BEGINNING ON PAGE 39 OF THIS PROXY STATEMENT/PROSPECTUS/CONSENT SOLICITATION STATEMENT.

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,

   

/s/ Scott McNeill

   

Scott McNeill

Chief Executive Officer,
Chief Financial Officer and Director

   

 

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This proxy statement/prospectus/consent solicitation statement is dated January 8, 2021 and is first being mailed to the stockholders 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/CONSENT SOLICITATION STATEMENT OR ANY OF THE SECURITIES TO BE ISSUED IN THE BUSINESS COMBINATION OR THE OTHER TRANSACTIONS DESCRIBED IN THIS PROXY STATEMENT/PROSPECTUS/CONSENT SOLICITATION STATEMENT, 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/CONSENT SOLICITATION STATEMENT. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

 

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SWITCHBACK ENERGY ACQUISITION CORPORATION

5949 Sherry Lane, Suite 1010
Dallas, TX 75225

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
OF SWITCHBACK ENERGY ACQUISITION CORPORATION

To Be Held On February 11, 2021

To the Stockholders of Switchback Energy Acquisition Corporation:

NOTICE IS HEREBY GIVEN that the special meeting (the “special meeting”) of stockholders of Switchback Energy Acquisition Corporation (“Switchback,” “we,” “our,” “us” or the “Company”) will be held at 10 a.m., Eastern time, on February 11, 2021, via live webcast at the following address: https://www.cstproxy.com/switchbackenergy/sm2021. At the special meeting, Switchback stockholders will be asked to consider and vote upon the following proposals:

•        The Business Combination Proposal — To consider and vote upon a proposal to (a) approve and adopt the Business Combination Agreement and Plan of Reorganization, dated as of September 23, 2020 (the “Business Combination Agreement”), among Switchback, Lightning Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Switchback (“Merger Sub”), and ChargePoint, Inc., a Delaware corporation (“ChargePoint”), pursuant to which Merger Sub will merge with and into ChargePoint (the “Merger”), with ChargePoint surviving the Merger as a wholly owned subsidiary of Switchback and (b) approve the Merger and the other transactions contemplated by the Business Combination Agreement (the “Business Combination” and such proposal, the “Business Combination Proposal”) (Proposal No. 1). A copy of the Business Combination Agreement is attached to the accompanying proxy statement/prospectus/consent solicitation statement as Annex A.

•        The Charter Proposals — To consider and vote upon each of the following proposals to amend and restate Switchback’s amended and restated certificate of incorporation (the “Charter”) (collectively, the “Charter Proposals”):

•        The Authorized Share Charter Proposal — To increase the number of authorized shares of Switchback’s capital stock, par value $0.0001 per share, from 221,000,000 shares, consisting of (a) 220,000,000 shares of common stock, including 200,000,000 shares of Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), and 20,000,000 shares of Class B common stock, par value $0.0001 per share (the “Class B Common Stock”), and (b) 1,000,000 shares of preferred stock, to 1,010,000,000 shares, consisting of (i) 1,000,000,000 shares of common stock and (ii) 10,000,000 shares of preferred stock (the “Authorized Share Charter Proposal”) (Proposal No. 2);

•        The Director Removal Charter Proposal — To provide that any director or the entire board of directors of Switchback (the “Switchback Board”) may be removed from office at any time, but only for cause and only by the affirmative vote of the holders of at least 66⅔% of the voting power of all then-outstanding shares of Switchback’s capital stock entitled to vote thereon, voting together as a single class (the “Director Removal Charter Proposal”) (Proposal No. 3);

•        The Charter Amendment Charter Proposal — To require the affirmative vote of the holders of at least 66⅔% of the voting power of all then-outstanding shares of Switchback’s capital stock entitled to vote thereon, voting together as a single class, to amend, alter, change or repeal, or adopt any provision inconsistent with, any of Parts A and B of Article FOURTH, Articles FIFTH, SEVENTH, EIGHTH, NINTH, TENTH, ELEVENTH and TWELFTH of Switchback’s proposed second amended and restated certificate of incorporation (the “Proposed Second A&R Charter”) (the “Charter Amendment Charter Proposal”) (Proposal No. 4);

 

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•        The Bylaw Amendment Charter Proposal — To require the affirmative vote of the holders of at least 66⅔% of the voting power of all then-outstanding shares of Switchback’s capital stock entitled to vote thereon, voting together as a single class, to adopt, amend or repeal any provision of Switchback’s bylaws (the “Bylaw Amendment Charter Proposal”) (Proposal No. 5); and

•        The Additional Charter Proposal — To make certain other changes that the Switchback Board deems appropriate for a public operating company, including (a) eliminating provisions in the Charter relating to Switchback’s Initial Business Combination that will no longer be applicable to Switchback following the closing of the Business Combination (the “Closing”), including provisions relating to (i) the Class B Common Stock, (ii) redemption rights with respect to Class A Common Stock, (iii) the Trust Account (as defined below), (iv) share issuances prior to the consummation of the Initial Business Combination, (v) transactions with affiliates and other blank check companies, (vi) approval of the Initial Business Combination and (vii) the minimum value of the target in the Initial Business Combination, (b) to change the post-combination company’s name to “ChargePoint Holdings, Inc.” (“New ChargePoint”), and (c) removing the provision that Switchback elects to not be subject to Section 203 of the Delaware General Corporation Law (collectively, the “Additional Charter Proposal”) (Proposal No. 6).

The full text of the Proposed Second A&R Charter reflecting each of the proposed amendments pursuant to the Charter Proposals is attached to the accompanying proxy statement/prospectus/consent solicitation statement as Annex B.

•        The NYSE Proposal — To consider and vote upon a proposal to approve, for purposes of complying with applicable listing rules of the New York Stock Exchange, (a) the issuance of up to an aggregate of 250,000,000 shares of Class A Common Stock in connection with the Business Combination, (b) the issuance and sale of 22,500,000 shares of Class A Common Stock in a private offering of securities to certain investors in connection with the Business Combination, which shall occur substantially concurrently with, and is contingent upon, the consummation of the transactions contemplated by the Business Combination Agreement and (c) the issuance of up to 71,803,112 shares of Class A Common Stock that may be reserved for issuance in respect of New ChargePoint options issued in exchange for outstanding pre-merger ChargePoint options and in respect of New ChargePoint warrants issued in exchange for outstanding pre-merger ChargePoint warrants (the “NYSE Proposal”) (Proposal No. 7).

•        The 2021 Plan Proposal — To consider and vote upon a proposal to approve and adopt the New ChargePoint 2021 Equity Incentive Plan (the “2021 Plan”) and material terms thereunder (the “2021 Plan Proposal”) (Proposal No. 8). A copy of the 2021 Plan is attached to the accompanying proxy statement/prospectus/consent solicitation statement as Annex C.

•        The ESPP Proposal — To consider and vote upon a proposal to approve and adopt the New ChargePoint Employee Stock Purchase Plan (the “ESPP”) and material terms thereunder (the “ESPP Proposal”) (Proposal No. 9). A copy of the ESPP is attached to the accompanying proxy statement/prospectus/consent solicitation statement as Annex D.

•        The Director Election Proposal — To consider and vote upon a proposal to elect, effective immediately after the effective time of the Merger, three directors to serve until the 2021 annual meeting of stockholders, three directors to serve until the 2022 annual meeting of stockholders and three directors to serve until the 2023 annual meeting of stockholders, and until their respective successors are duly elected and qualified, subject to such directors’ earlier death, resignation, retirement, disqualification or removal (the “Director Election Proposal”) (Proposal No. 10).

•        The Adjournment Proposal — To consider and vote upon a proposal to approve the adjournment of the special 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 Charter Proposals, the NYSE Proposal, the 2021 Plan Proposal, the ESPP Proposal or the Director Election Proposal (the “Adjournment Proposal” and, together with the Business Combination Proposal, the Charter Proposals, the NYSE Proposal, the 2021 Plan Proposal, the ESPP Proposal and the Director Election Proposal, the “Proposals”) (Proposal No. 11).

 

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The special meeting will be completely virtual. There will be no physical meeting location and the special meeting will only be conducted via live webcast at the following address: https://www.cstproxy.com/switchbackenergy/sm2021.

Only holders of record of shares of Class A Common Stock and Class B Common Stock of Switchback at the close of business on December 16, 2020 are entitled to notice of the virtual special meeting and to vote at the virtual special meeting and any adjournments or postponements thereof. A complete list of Switchback’s stockholders of record entitled to vote at the virtual special meeting will be available at the virtual special meeting and for ten days before the virtual special meeting at Switchback’s principal executive offices for inspection by stockholders during ordinary business hours for any purpose germane to the virtual special meeting.

Pursuant to our Charter, we are providing the holders of shares of Class A Common Stock originally sold as part of the units issued in our initial public offering (the “IPO” and such holders, the “public stockholders”) with the opportunity to redeem, upon the Closing, shares of Class A Common Stock then held by them for cash equal to their pro rata share of the aggregate amount on deposit (as of two business days prior to the Closing) in the trust account (the “Trust Account”) that holds the proceeds (including interest not previously released to Switchback to pay its franchise and income taxes) from the IPO and a concurrent private placement of warrants to NGP Switchback, LLC, a Delaware limited liability company (our “Sponsor”). For illustrative purposes, based on the fair value of cash and marketable securities held in the Trust Account as of September 30, 2020 of approximately $317.0 million, the estimated per share redemption price would have been $10.09. Public stockholders may elect to redeem their shares whether or not they are holders as of the record date and whether or not they vote for the Business Combination Proposal. Notwithstanding the foregoing redemption rights, a public stockholder, together with any of his, her or its affiliates or any other person with whom he, she or it is acting in concert or as a “group” (as defined under Section 13(d)(3) of the Securities Exchange Act of 1934, as amended), will be restricted from redeeming in the aggregate his, her or its shares or, if part of such a group, the group’s shares, in excess of 20% of the outstanding shares of Class A Common Stock sold in the IPO. Holders of Switchback’s outstanding warrants sold in the IPO, which are exercisable for shares of Class A Common Stock under certain circumstances, do not have redemption rights in connection with the Business Combination. Our Sponsor, officers and directors have agreed to waive their redemption rights in connection with the consummation of the Business Combination with respect to any shares of Class A Common Stock they may hold, and our shares of Class B Common Stock will be excluded from the pro rata calculation used to determine the per share redemption price. Currently, our Sponsor, officers and directors own approximately 20.5% of our outstanding Class A Common Stock and Class B Common Stock, including all of the shares of Class B Common Stock. Our Sponsor, officers and directors have agreed to vote any shares of Class A Common Stock and Class B Common Stock owned by them in favor of the Business Combination.

We may not consummate the Business Combination unless the Business Combination Proposal, the Charter Proposals and the NYSE Proposal are approved at the special meeting. The Charter Proposals, the 2021 Plan Proposal, the ESPP Proposal and the Director Election Proposal are conditioned on the approval of the Business Combination Proposal and the NYSE Proposal. The Adjournment Proposal is not conditioned on the approval of any other Proposal set forth in the accompanying proxy statement/prospectus/consent solicitation statement. The approval of the Business Combination Proposal, the NYSE Proposal, the 2021 Plan Proposal, the ESPP Proposal and the Adjournment Proposal requires the affirmative vote (online or by proxy) of the holders of a majority of the shares of Class A Common Stock and Class B Common Stock entitled to vote and actually cast thereon at the special meeting, voting as a single class. Approval of the Charter Proposals requires the affirmative vote (online or by proxy) of the holders of a majority of the shares of Class A Common Stock and Class B Common Stock entitled to vote thereon at the special meeting, voting as a single class.

As of September 30, 2020, there was approximately $317.0 million in the Trust Account, which Switchback intends to use for the purpose of consummating the Business Combination. Each redemption of shares by public stockholders will decrease the amount in the Trust Account. Switchback will not consummate the Business Combination if the redemption of shares would result in Switchback’s failure to have at least $5,000,001 of net tangible assets. In addition, the Business Combination Agreement includes a condition to closing that Switchback have at least $300,000,000 in available cash (including proceeds in connection with the private offering of securities of Switchback and the funds in the Trust Account) immediately prior to the effective time of the Merger, after taking into account payments required to satisfy redemptions of shares by public stockholders and the payment of Switchback’s transaction costs.

 

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YOUR VOTE IS VERY IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES OF COMMON STOCK OF SWITCHBACK YOU OWN. To ensure your representation at the special meeting, please complete and return the enclosed proxy card or submit your proxy by following the instructions maintained in this proxy statement/prospectus/consent solicitation statement 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 Proposal, “FOR” the Charter Proposals, “FOR” the NYSE Proposal, “FOR” the 2021 Plan Proposal, “FOR” the ESPP Proposal, “FOR ALL NOMINEES” in the Director Election Proposal and “FOR” the Adjournment Proposal.

Your attention is directed to the proxy statement/prospectus/consent solicitation statement 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/consent solicitation statement carefully. If you have any questions or need assistance voting your shares, please call our proxy solicitor, Morrow Sodali LLC, at (800) 662-5200 (banks and brokers call collect at (203) 658-9400).

January 8, 2021

By Order of the Board of Directors

   

/s/ Scott McNeill

   

Scott McNeill

Chief Executive Officer,
Chief Financial Officer and Director

   

 

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CHARGEPOINT, INC.
240 East Hacienda Avenue
Campbell, CA 95008

NOTICE OF SOLICITATION OF WRITTEN CONSENT OF
THE STOCKHOLDERS OF CHARGEPOINT

To the Stockholders of ChargePoint, Inc.:

Pursuant to a Business Combination Agreement and Plan of Reorganization, dated as of September 23, 2020 (as it may be amended from time to time, the “Business Combination Agreement”), by and among Switchback Energy Acquisition Corporation (“Switchback”), Lightning Merger Sub Inc., a Delaware corporation and a direct, wholly owned subsidiary of Switchback (“Merger Sub”), and ChargePoint, Inc., a Delaware corporation (“ChargePoint”), Merger Sub will merge with and into ChargePoint (the “Merger” and, collectively with the other transactions contemplated by the Business Combination Agreement, the “Business Combination”), with ChargePoint surviving the merger as a wholly owned subsidiary of Switchback.

The enclosed proxy statement/prospectus/consent solicitation statement is being delivered to you on behalf of ChargePoint’s board of directors to request that ChargePoint’s stockholders as of the record date of December 28, 2020 execute and return written consents to adopt the Business Combination Agreement and approve the Business Combination.

The proxy statement/prospectus/consent solicitation statement describes the proposed Business Combination and the actions to be taken in connection with the Business Combination and provides additional information about the parties involved. Please give this information your careful attention. A copy of the Business Combination Agreement is attached as Annex A to the proxy statement/prospectus/consent solicitation statement.

A summary of the appraisal rights that may be available to you is described in the proxy statement/prospectus/consent solicitation statement in the subsection entitled “The Business Combination — Appraisal Rights — Appraisal Rights of ChargePoint Stockholders” Please note that if you wish to exercise appraisal rights, you must not sign and return a written consent adopting the Business Combination Agreement. However, so long as you do not return a consent form at all, it is not necessary to affirmatively vote against or disapprove the Business Combination. In addition, you must take all other steps necessary to perfect your appraisal rights, as described in the aforementioned section of the proxy statement/prospectus/consent solicitation statement.

ChargePoint’s board of directors has considered the Business Combination and the terms of the Business Combination Agreement and has unanimously determined that the Business Combination and the Business Combination Agreement are fair to and in the best interests of ChargePoint and ChargePoint’s stockholders and recommends that ChargePoint’s stockholders adopt the Business Combination Agreement and approve the Business Combination by submitting a written consent. As described in this proxy statement/prospectus/consent solicitation statement, certain stockholders of ChargePoint, whose ownership interests collectively represent the outstanding shares of ChargePoint common stock and ChargePoint preferred stock (voting on an as-converted basis) sufficient to approve the Business Combination on behalf of ChargePoint, are parties to a support agreement with Switchback whereby such stockholders agreed to vote all of their shares of ChargePoint common stock and ChargePoint preferred stock in favor of approving the Business Combination and other proposed transactions contemplated by the Business Combination Agreement.

Please complete, date and sign the written consent furnished with the proxy statement/prospectus/consent solicitation statement and return it promptly to ChargePoint by one of the means described in the section entitled “ChargePoint’s Solicitation of Written Consents.”

If you have any questions concerning the Business Combination Agreement, the Business Combination, the consent solicitation or the accompanying proxy statement/prospectus/consent solicitation statement, or if you have any questions about how to deliver your written consent, please contact ChargePoint, Inc., 240 East Hacienda Avenue, Campbell, CA 95008, Attention: Chief Legal Officer or cplegal@chargepoint.com and chargepoint_solicitation@gunder.com.

 

By Order of the Board of Directors,

   

/s/ Pasquale Romano

   

Pasquale Romano
President and Chief Executive Officer

January 8, 2021

 

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TABLE OF CONTENTS

 

Page

ABOUT THIS PROXY STATEMENT/PROSPECTUS/CONSENT SOLICITATION STATEMENT

 

ii

CERTAIN DEFINED TERMS

 

iii

SUMMARY TERM SHEET

 

viii

QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION

 

1

SUMMARY OF THE PROXY STATEMENT/PROSPECTUS/CONSENT SOLICITATION STATEMENT

 

17

SELECTED HISTORICAL FINANCIAL DATA OF CHARGEPOINT

 

34

SELECTED HISTORICAL FINANCIAL DATA OF SWITCHBACK

 

36

SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

 

37

RISK FACTORS

 

39

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

78

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

 

80

COMPARATIVE SHARE INFORMATION

 

92

CHARGEPOINT’S SOLICITATION OF WRITTEN CONSENTS

 

94

SPECIAL MEETING OF SWITCHBACK STOCKHOLDERS

 

96

THE BUSINESS COMBINATION

 

101

PROPOSAL NO. 1 — THE BUSINESS COMBINATION PROPOSAL

 

151

PROPOSAL NOS. 2 – 6 — THE CHARTER PROPOSALS

 

152

PROPOSAL NO. 7 — THE NYSE PROPOSAL

 

155

PROPOSAL NO. 8 — THE 2021 PLAN PROPOSAL

 

156

PROPOSAL NO. 9 — THE ESPP PROPOSAL

 

162

PROPOSAL NO. 10 — THE DIRECTOR ELECTION PROPOSAL

 

166

PROPOSAL NO. 11 — THE ADJOURNMENT PROPOSAL

 

167

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

 

168

INFORMATION ABOUT CHARGEPOINT

 

189

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

 

201

INFORMATION ABOUT SWITCHBACK

 

206

EXECUTIVE COMPENSATION

 

217

MANAGEMENT AFTER THE BUSINESS COMBINATION

 

223

DESCRIPTION OF SECURITIES

 

229

BENEFICIAL OWNERSHIP OF SECURITIES

 

244

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

 

249

EXPERTS

 

256

HOUSEHOLDING INFORMATION

 

256

TRANSFER AGENT AND REGISTRAR

 

256

SUBMISSION OF STOCKHOLDER PROPOSALS

 

256

FUTURE STOCKHOLDER PROPOSALS

 

256

WHERE YOU CAN FIND ADDITIONAL INFORMATION

 

257

INDEX TO FINANCIAL STATEMENTS

 

F-1

ANNEX A: BUSINESS COMBINATION AGREEMENT AND PLAN OF REORGANIZATION

 

A-1

ANNEX B: SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

 

B-1

ANNEX C: NEW CHARGEPOINT 2021 EQUITY INCENTIVE PLAN

 

C-1

ANNEX D: NEW CHARGEPOINT EMPLOYEE STOCK PURCHASE PLAN

 

D-1

ANNEX E: GENERAL CORPORATION LAW OF THE STATE OF DELAWARE SECTION 262

 

E-1

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ABOUT THIS PROXY STATEMENT/PROSPECTUS/CONSENT SOLICITATION STATEMENT

This document, which forms part of a registration statement on Form S-4 filed with the U.S. Securities and Exchange Commission (“SEC”) by Switchback (File No. 333-249549) (the “Registration Statement”), constitutes a prospectus of Switchback under Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), with respect to the shares of Class A Common Stock to be issued if the Business Combination described below is consummated. 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 special meeting of Switchback stockholders at which Switchback stockholders will be asked to consider and vote upon a proposal to approve the Business Combination by the approval and adoption of the Business Combination Agreement, among other matters.

This document also constitutes a consent solicitation statement because the board of directors of ChargePoint is soliciting written consents using this proxy statement/prospectus/consent solicitation statement from its stockholders to approve and adopt the Business Combination Agreement and the transactions contemplated thereby, among other matters.

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

This information is available without charge to you upon written or oral request. To make this request, you should contact our proxy solicitor at:

Morrow Sodali LLC
470 West Avenue
Stamford, Connecticut 06902
Telephone: (800) 662-5200
(banks and brokers call collect at (203) 658-9400)
Email: sbe.info@investor.morrowsodali.com

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

You may also obtain additional information about us from documents filed with the SEC by following the instruction 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/consent solicitation statement to:

•        “Base Case Model” are to a computer model shown in the file labeled “Project Lightning — Share Analysis (9.22.20) v04GS.xlsx” delivered by Switchback to ChargePoint on September 23, 2020, showing an assumed calculation of “ChargePoint Outstanding Shares”;

•        “Business Combination” are to the transactions contemplated by the Business Combination Agreement;

•        “Business Combination Agreement” are to that certain Business Combination Agreement and Plan of Reorganization, dated as of September 23, 2020, by and among Switchback, Merger Sub and ChargePoint;

•        “ChargePoint” are to ChargePoint, Inc., a Delaware corporation;

•        “ChargePoint Board” are to the board of directors of ChargePoint;

•        “ChargePoint Charter” are to the Amended and Restated Certificate of Incorporation of ChargePoint dated July 29, 2020, as the same may be amended, supplemented or modified from time to time;

•        “ChargePoint Common Stock” are to shares of ChargePoint’s common stock, par value $0.0001 per share;

•        “ChargePoint Merger Shares” are to a number of shares of Class A common stock equal to (a) the ChargePoint Valuation divided by (b) $10.00;

•        “ChargePoint Options” are to all incentive stock options or nonqualified stock options to purchase outstanding shares of ChargePoint Common Stock, whether or not exercisable and whether or not vested, under the ChargePoint Stock Plans;

•         “ChargePoint Option Shares” are to the shares of ChargePoint Common Stock issuable pursuant to a ChargePoint Option in accordance with terms of such ChargePoint Option;

•        “ChargePoint Outstanding Shares” are to the total number of shares of ChargePoint Common Stock outstanding immediately prior to the Effective Time, expressed on a fully-diluted and as-converted to ChargePoint Common Stock basis (other than any shares of ChargePoint Restricted Stock), and including, without duplication, (a) the number of shares of ChargePoint Common Stock issuable upon the Conversion, (b) the number of shares of ChargePoint Common Stock subject to ChargePoint Options that are issuable upon the net exercise of such ChargePoint Options, assuming that the fair market value of one ChargePoint Option Share equals (x) the Exchange Ratio multiplied by (y) $10.00, which ChargePoint Options are outstanding and vested in accordance with their respective terms as of immediately prior to the Effective Time and (c) the number of shares of ChargePoint Common Stock issuable pursuant to unexpired ChargePoint Warrants (with respect to each ChargePoint Warrant, determined by calculating the number of shares of ChargePoint Common Stock issuable upon the net exercise of the ChargePoint Warrant in accordance with its terms, assuming that the fair market value of one such share equals the (x) Exchange Ratio multiplied by (y) $10.00) that are issued and outstanding as of immediately prior to the Effective Time, which, unless otherwise agreed by Switchback and ChargePoint, shall be calculated in accordance with the Closing Model;

•        “ChargePoint Preferred Stock” are to shares of ChargePoint’s preferred stock, par value $0.0001 per share;

•        “ChargePoint Restricted Stock” are to the unvested restricted shares of ChargePoint Common Stock granted pursuant to the ChargePoint Stock Plans upon the “early exercise” of ChargePoint Options;

•        “ChargePoint Stock Plans” are to ChargePoint’s 2007 Stock Incentive Plan and ChargePoint’s 2017 Stock Plan, in each case, as such may have been amended, supplemented or modified from time to time;

•        “ChargePoint Valuation” are to $2,450,000,000;

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•        “ChargePoint Warrants” are to unexpired warrants to purchase ChargePoint Common Stock (which, for the avoidance of doubt, includes any warrants to purchase ChargePoint Preferred Stock that convert into warrants to purchase ChargePoint Common Stock following the Conversion);

•        “Charter” are to Switchback’s Amended and Restated Certificate of Incorporation;

•        “Class A Common Stock” are to shares of Switchback’s Class A common stock, par value $0.0001 per share;

•        “Class B Common Stock” are to shares of Switchback’s Class B common stock, par value $0.0001 per share;

•        “Closing” are to the closing of the Business Combination;

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

•        “Closing Model” are to the Base Case Model updated to reflect certain information set forth therein as of the Closing Date, including (a) the number of shares of ChargePoint Common Stock and ChargePoint Preferred Stock, (b) the number of shares of ChargePoint Common Stock and ChargePoint Preferred Stock subject to ChargePoint Options and the respective per share exercise prices of ChargePoint Options, which ChargePoint Options are outstanding and vested in accordance with their respective terms, (c) the number of shares of ChargePoint Common Stock and ChargePoint Preferred Stock issuable pursuant to unexpired ChargePoint Warrants and the respective exercise prices of ChargePoint Warrants and (d) the number of shares of ChargePoint Restricted Stock, in each of (a), (b), (c) and (d), as of immediately prior to the Effective Time, and, for the avoidance of doubt, following the Conversion;

•        “Closing VWAP” are to the volume-weighted average closing sale price;

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

•        “Conversion” are to the automatic conversion of each share of ChargePoint Preferred Stock into a number of shares of ChargePoint Common Stock at the then-effective conversion rate as calculated pursuant to the ChargePoint Charter;

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

•        “Earnout Shares” are to the up to 27,000,000 additional shares of Class A Common Stock that Switchback may issue to Eligible ChargePoint Equityholders during the Earnout Period;

•        “Earnout Triggering Event I” are to the date on which the Closing VWAP of one share of Class A Common Stock quoted on the NYSE (or the exchange on which the shares of 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;

•        “Earnout Triggering Event II” are to the date on which the Closing VWAP of one share of Class A Common Stock quoted on the NYSE (or the exchange on which the shares of Class A 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 Closing VWAP of one share of Class A Common Stock quoted on the NYSE (or the exchange on which the shares of Class A 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;

•        “Effective Time” are to the date and time the Merger becomes effective;

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•        “Eligible ChargePoint Equityholder” are to a holder of (a) a share of ChargePoint Common Stock (after taking into account the Conversion and excluding any shares of ChargePoint Restricted Stock), (b) a vested and unexercised ChargePoint Option or (c) a ChargePoint Warrant, in each case immediately prior to the Effective Time;

•        “Exchange Ratio” are to the following ratio (rounded to four decimal places): (a) the ChargePoint Merger Shares divided by (b) the ChargePoint Outstanding Shares;

•        “Founder Earn Back Shares” are to the 900,000 Founder Shares held by the initial stockholders (including any shares of Class A Common Stock issued in exchange therefor in the Merger) that are subject to potential forfeiture in accordance with the terms of the Founders Stock Letter (as defined below);

•        “Founder Shares” are to the outstanding shares of Class B Common Stock;

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

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

•        “Initial Business Combination” are to our initial merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses;

•        “initial stockholders” are to the holders of our Founder Shares, which includes our Sponsor and our independent directors;

•        “Initial Public Offering” or “IPO” are to Switchback’s initial public offering of units, which closed on July 30, 2019;

•        “IRS” are to the Internal Revenue Service;

•        “management” or our “management team” are to our officers and directors;

•        “Merger” are to the merger of Merger Sub with and into ChargePoint, with ChargePoint surviving the merger as a wholly owned subsidiary of Switchback;

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

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

•        “New ChargePoint” are to (a) prior to giving effect to the Business Combination, Switchback, and (b) after giving effect to the Business Combination, ChargePoint Holdings, Inc.;

•        “New ChargePoint Class A Common Stock” are to the shares of New ChargePoint’s Class A common stock, par value $0.0001 per share;

•        “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;

•        “PIPE Financing” are to the private offering of securities of Switchback to certain investors in connection with the Business Combination;

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

•        “PIPE Shares” are to the shares of Class A Common Stock that are issued in the PIPE Financing;

•        “Preferred Stock” are to (a) prior to giving effect to the Business Combination, Switchback’s Preferred Stock, par value $0.0001 per share and (b) after giving effect to the Business Combination, New ChargePoint’s Preferred Stock, par value $0.0001 per share;

•        “PIPE Financing Transaction Costs” are to all out-of-pocket fees, costs and expenses of Switchback or Merger Sub incurred on or before the Closing Date in connection with the PIPE Financing, including the sum of all outstanding deferred, unpaid or contingent underwriting, transaction, deal, brokerage, financial, accounting or legal advisory, auditor or SEC filing fees or any similar fees, commissions or expenses owed by Switchback or Merger Sub (to the extent Switchback or Merger Sub is responsible for or obligated to reimburse or repay any such amounts) to financial advisors, investment banks, data room administrators, financial printers, attorneys, accountants and other similar advisors, service providers and the SEC;

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

•        “public shares” are to shares of our Class A Common Stock sold as part of the units in the IPO (whether they were purchased in the IPO or thereafter in the open market);

•        “public stockholders” are to the holders of our public shares;

•        “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);

•        “Required Switchback Proposals” are to approval and adoption of the (a) Business Combination Proposal, (b) NYSE Proposal, (c) Charter Proposals and (d) any other proposals Switchback and ChargePoint deem necessary to effectuate the Merger;

•        “special meeting” are to the special meeting of stockholders of Switchback that is the subject of this proxy statement/prospectus/consent solicitation statement and any adjournments or postponements thereof;

•        “Sponsor” are to NGP Switchback, LLC, a Delaware limited liability company, which is a portfolio company of NGP XII;

•        “Switchback,” “we,” “our,” “us” or the “Company” are to Switchback Energy Acquisition Corporation, a Delaware corporation;

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

•        “Switchback Cash” are to, as of the date or time of determination: (a) all amounts in the Trust Account (for the avoidance of doubt, prior to exercise of redemption rights in accordance with Switchback’s organizational documents, if any); plus (b) all other cash and cash equivalents of Switchback (for the avoidance of doubt, excluding the amounts described in the immediately preceding clause (a)); plus (c) the amount finally delivered to Switchback at or prior to the Closing in connection with the consummation of the PIPE Financing;

•        “Switchback Common Stock” are to the Class A Common Stock and the Class B Common Stock;

•        “Switchback Preferred Stock” are to Switchback’s Preferred Stock, par value $0.0001 per share;

•        “Switchback Transaction Costs” are to all out-of-pocket fees, costs and expenses of Switchback or Merger Sub incurred prior to and on the Closing Date in connection with the negotiation, preparation and execution of the Business Combination Agreement, the other transaction documents and the consummation of the transactions contemplated by the Business Combination Agreement and the other transaction documents, including, without duplication, (a) the sum of all outstanding deferred, unpaid or contingent underwriting, transaction, deal, brokerage, financial, accounting or legal advisory, auditor or SEC filing fees or any similar fees, commissions or expenses owed by Switchback or Merger Sub

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(to the extent Switchback or Merger Sub is responsible for or obligated to reimburse or repay any such amounts) to financial advisors, investment banks, data room administrators, financial printers, attorneys, accountants and other similar advisors, service providers and the SEC (including, for the avoidance of doubt, the PIPE Financing Transaction Costs) and (b) the cash portion of any loan payable to our Sponsor, the proceeds from which are used by Switchback to pay any of the fees, costs or expenses set forth in clause (a), but excluding, for the avoidance of doubt, (w) any accounting, legal or other advisory or any similar fees, commissions or expenses incurred in the ordinary course of business consistent with past practice and not in connection with the negotiation, preparation and execution of the Business Combination Agreement, the other transaction documents or the consummation of the transactions contemplated by the Business Combination Agreement and related transaction documents, (x) the portion of the filing fee for the notification and report forms filed under the HSR Act payable by ChargePoint, (y) certain other items mutually agreed upon by Switchback and ChargePoint and (z) the cash portion of any loan payable to our Sponsor, the proceeds from which are used by Switchback to pay any of the fees, costs or expenses set forth in clauses (w), (x) and (y);

•        “Switchback Transaction Costs Cap” are to an amount equal to $20,000,000;

•        “Switchback Warrants” means the public warrants and the private placement warrants;

•        “Trust Account” are to the trust account that holds the proceeds (including interest not previously released to Switchback to pay its franchise and income taxes) from the IPO and a concurrent private placement of private placement warrants to our Sponsor;

•        “units” are to our units sold in the IPO, each of which consists of one share of Class A Common Stock and one-third of one public warrant; and

•        “voting common stock” are to our Class A Common Stock and Class B Common Stock.

Unless otherwise specified, the voting and economic interests of Switchback stockholders set forth in this proxy statement/prospectus/consent solicitation statement (a) assume (i) that no public stockholders elect to have their public shares redeemed, (ii) a Closing Date of January 27, 2021, (iii) that there are no other issuances of equity interests of Switchback or ChargePoint and (iv) that there are no exercises of ChargePoint Options or ChargePoint 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.

The use of January 27, 2021 as the assumed Closing Date throughout this proxy statement/prospectus/consent solicitation statement is for illustrative purposes only and is not intended to be a projection of the actual Closing Date.

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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/Consent Solicitation Statement,” summarizes certain information included in this proxy statement/prospectus/consent solicitation statement, but does not include all of the information that is important to you. You should read carefully this entire proxy statement/prospectus/consent solicitation statement, including the attached annexes, for a more complete understanding of the matters to be considered at the special meeting.

•        Switchback is a blank check company incorporated on May 10, 2019 as a Delaware corporation for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. For more information about Switchback, see the section entitled “Information About Switchback.” When you consider the Switchback Board’s recommendation of the Proposals, you should keep in mind that our directors and officers have interests in the Business Combination that are different from, or in addition to, the interests of Switchback stockholders generally. Our directors were aware of and considered these interests, among other matters, in evaluating the Business Combination, and in recommending to stockholders that they approve the Business Combination. Stockholders 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 stockholders vote “FOR” each of the Proposals.

•        There are currently 31,411,763 shares of Switchback’s Class A Common Stock and 7,852,941 shares of Switchback’s Class B Common Stock issued and outstanding. In addition, there are currently 15,992,155 Switchback Warrants outstanding, consisting of 10,470,587 public warrants and 5,521,568 private placement warrants. Each whole warrant entitles the holder to purchase one whole share of Class A Common Stock for $11.50 per share. The warrants will become exercisable 30 days after the completion of an Initial Business Combination 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 our Sponsor or its permitted transferees. For more information about the terms of the warrants, see the subsection entitled “Description of Securities — Warrants.”

•        ChargePoint, a Delaware corporation, is a leading electric vehicle (“EV”) charging network provider committed to enabling the electrification of mobility for all people and goods. Years before EVs were widely available, ChargePoint envisioned a new way of fueling, conveniently located where drivers live, work and play. By pioneering networked EV charging, ChargePoint has helped make electrified mobility a reality, with consumers and fleets rapidly adopting EVs. With 13 years of focused development, over $650 million of private capital raised and over 4,000 existing commercial customers, ChargePoint is driving the shift to electric mobility by providing charging solutions in North America and Europe for all segments, including commercial (e.g., retail, workplace, parking, recreation, education and highway fast charge), fleet (e.g., delivery, logistics, motorpool, transit and shared mobility) and residential (e.g., homes, apartments and condos). For more information about ChargePoint, see the sections entitled “Information About ChargePoint” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of ChargePoint.”

•        On September 23, 2020, we and our wholly owned subsidiary, Merger Sub, entered into the Business Combination Agreement with ChargePoint. A copy of the Business Combination Agreement is attached to this proxy statement/prospectus/consent solicitation statement as Annex A.

•        Pursuant to the Business Combination Agreement, and subject to the terms and conditions contained therein, Merger Sub will merge with and into ChargePoint, with ChargePoint surviving the Merger as a wholly owned subsidiary of Switchback. For more information about the Business Combination Agreement and the Business Combination, see the section entitled “The Business Combination.”

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•        At the Closing, it is anticipated that 217,478,394 shares of Class A Common Stock will be issued to the Historical Rollover Stockholders in the Business Combination in exchange for all outstanding shares of ChargePoint Common Stock (including shares of ChargePoint Preferred Stock converted in the Conversion). It is also anticipated that we will reserve for issuance up to 71,803,112 shares of Class A Common Stock in respect of New ChargePoint options issued in exchange for outstanding pre-merger ChargePoint Options and in respect of New ChargePoint warrants issued in exchange for outstanding pre-merger ChargePoint Warrants. Additionally, during the Earnout Period, we may issue to Eligible ChargePoint Equityholders up to 27,000,000 additional shares of Class A Common Stock in the aggregate, referred to herein as the Earnout Shares, in three equal tranches upon the occurrence of each Earnout Triggering Event. 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 Closing is subject to a number of conditions set forth in the Business Combination Agreement, including, among others, receipt of the requisite Switchback and ChargePoint stockholder approval of the Business Combination Agreement, the Business Combination as contemplated by this proxy statement/prospectus/consent solicitation statement, the Charter Proposals and the NYSE Proposal. For more information about the closing conditions to the Business Combination, see the subsection entitled “The Business Combination — Conditions to Closing 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, we have agreed to issue and sell to certain investors, and those investors have agreed to buy from us, in connection with the Closing, an aggregate of 22,500,000 shares of Class A Common Stock at a purchase price of $10.00 per share for an aggregate commitment of $225,000,000. Such Class A Common Stock would be valued at approximately $786,375,000, based on the closing price of our Class A Common Stock of $34.95 per share on December 16, 2020.

•        Under our Charter, in connection with the Business Combination, our public stockholders may elect to have their shares redeemed for cash at the applicable redemption price per share calculated in accordance with our Charter. As of September 30, 2020, this would have amounted to $10.09 per share. If a holder exercises its redemption rights, then such holder will be exchanging its public shares for cash and will no longer own shares of Switchback following the completion of the Business Combination and will not participate in the future growth of New ChargePoint, if any. Such a holder will be entitled to receive cash for its public shares only if it properly demands redemption and delivers its shares (either physically or electronically) to our transfer agent at least two business days prior to the special meeting. For more information regarding these procedures, see the subsection entitled “Special Meeting of Switchback Stockholders — Redemption Rights.”

•        We anticipate that, upon the Closing, the ownership of New ChargePoint will be as follows:

•        the Historical Rollover Stockholders will own 217,478,394 shares of our Class A Common Stock, or approximately 78.2% of our outstanding Class A Common Stock;

•        the public stockholders will own 31,411,763 shares of our Class A Common Stock, or approximately 11.2% of our outstanding Class A Common Stock;

•        the New PIPE Investors will own 22,500,000 shares of our Class A Common Stock, or approximately 8.1% of our outstanding Class A Common Stock; and

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•        the initial stockholders will own 6,868,235 shares of our Class A Common Stock, or approximately 2.5% of our outstanding Class A Common Stock (which, for the avoidance of doubt, does not include shares of Class A Common Stock that will be issued to certain initial stockholders in connection with the PIPE Financing, which shares are reflected in the preceding bullet).

The number of shares and the interests set forth above (a) assume (i) that no public stockholders elect to have their public shares redeemed, (ii) a Closing Date of January 27, 2021, (iii) that there are no other issuances of equity interests of Switchback or ChargePoint and (iv) that there are no exercises of ChargePoint Options or ChargePoint 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 our public stockholders 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., 21,057,381 shares of Class A Common Stock are redeemed, and the assumptions set forth in the foregoing clauses (a)(ii)–(iv) and (b) remain true, the ownership of New ChargePoint upon the Closing will be as follows:

•        the Historical Rollover Stockholders will own 217,478,394 shares of our Class A Common Stock, or approximately 84.6% of our outstanding Class A Common Stock;

•        the public stockholders will own 10,354,382 shares of our Class A Common Stock, or approximately 4.0% of our outstanding Class A Common Stock;

•        the New PIPE Investors will own 22,500,000 shares of our Class A Common Stock, or approximately 8.7% of our outstanding Class A Common Stock; and

•        the initial stockholders will own 6,868,235 shares of our Class A Common Stock, or approximately 2.7% of our outstanding Class A Common Stock (which, for the avoidance of doubt, does not include shares of Class A Common Stock that will be issued to certain initial stockholders in connection with the PIPE Financing, which shares are reflected in the preceding bullet).

If the facts are different than these assumptions, the percentage ownership retained by Switchback’s existing stockholders in New ChargePoint following the Business Combination will be different. For example, if we assume that all outstanding 10,470,587 public warrants and 5,521,568 private placement warrants were exercisable and exercised following completion of the Business Combination and further assume that no public stockholders 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 ChargePoint would be as follows:

•        the Historical Rollover Stockholders will own 217,478,394 shares of our Class A Common Stock, or approximately 73.9% of our outstanding Class A Common Stock;

•        the public stockholders will own 41,882,350 shares of our Class A Common Stock, or approximately 14.2% of our outstanding Class A Common Stock;

•        the New PIPE Investors will own 22,500,000 shares of our Class A Common Stock, or approximately 7.7% of our outstanding Class A Common Stock; and

•        the initial stockholders will own 12,389,803 shares of our Class A Common Stock, or approximately 4.2% of our outstanding Class A Common Stock (which, for the avoidance of doubt, does not include shares of Class A Common Stock that will be issued to certain initial stockholders in connection with the PIPE Financing, which shares are reflected in the preceding bullet).

The Switchback Warrants will become exercisable 30 days after the completion of an Initial Business Combination and will expire five years after the completion of an Initial Business Combination or earlier upon their redemption or liquidation.

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Additionally, if we (a) assume (i) that no public stockholders elect to have their public shares redeemed, (ii) a Closing Date of January 27, 2021, (iii) that there are no other issuances of equity interests of Switchback or ChargePoint, (iv) the issuance of all 71,803,112 shares of Class A Common Stock that will be reserved in respect of New ChargePoint options issued in exchange for outstanding pre-merger ChargePoint Options and in respect of New ChargePoint warrants issued in exchange for outstanding pre-merger ChargePoint Warrants and (v) the issuance of all Earnout Shares 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 ChargePoint would be as follows:

•        the Historical Rollover Stockholders will own 316,281,506 shares of our Class A Common Stock, or approximately 83.9% of our outstanding Class A Common Stock;

•        the public stockholders will own 31,411,763 shares of our Class A Common Stock, or approximately 8.3% of our outstanding Class A Common Stock;

•        the New PIPE Investors will own 22,500,000 shares of our Class A Common Stock, or approximately 6.0% of our outstanding Class A Common Stock; and

•        the initial stockholders will own 6,868,235 shares of our Class A Common Stock, or approximately 1.8% of our outstanding Class A Common Stock (which, for the avoidance of doubt, does not include shares of Class A Common Stock that will be issued to certain initial stockholders in connection with the PIPE Financing, which shares are reflected in the preceding bullet).

Please see the sections entitled “Summary of the Proxy Statement/Prospectus/Consent Solicitation Statement — Ownership of New ChargePoint After the 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 proposal to approve and adopt the Business Combination Agreement and the Business Combination (the “Business Combination Proposal”) at the special meeting, Switchback’s stockholders will also be asked to vote on the approval of:

•        an amendment to our Charter to increase the number of authorized shares of Switchback’s capital stock, par value $0.0001 per share, from 221,000,000 shares, consisting of (a) 220,000,000 shares of Switchback Common Stock, including 200,000,000 shares of Class A Common Stock and 20,000,000 shares of Class B Common Stock and (b) 1,000,000 shares of Switchback Preferred Stock, to 1,010,000,000 shares, consisting of (i) 1,000,000,000 shares of common stock and (ii) 10,000,000 shares of preferred stock (the “Authorized Share Charter Proposal”);

•        an amendment to our Charter to provide that any director or the entire Switchback Board may be removed from office at any time, but only for cause and only by the affirmative vote of the holders of at least 66⅔% of the voting power of all then-outstanding shares of Switchback’s capital stock entitled to vote thereon, voting together as a single class (the “Director Removal Charter Proposal”);

•        an amendment to our Charter to require the affirmative vote of the holders of at least 66⅔% of the voting power of all then-outstanding shares of Switchback’s capital stock entitled to vote thereon, voting together as a single class, to amend, alter, change or repeal, or adopt any provision inconsistent with, any of Parts A and B of Article FOURTH, Articles FIFTH, SEVENTH, EIGHTH, NINTH, TENTH, ELEVENTH and TWELFTH of Switchback’s proposed second amended and restated certificate of incorporation (the “Proposed Second A&R Charter”) (the “Charter Amendment Charter Proposal”);

•        an amendment to our Charter to require the affirmative vote of the holders of at least 66⅔% of the voting power of all then-outstanding shares of Switchback’s capital stock entitled to vote thereon, voting together as a single class, to adopt, amend or repeal any provision of Switchback’s bylaws (the “Bylaw Amendment Charter Proposal”);

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•        amendments to our Charter to make certain other changes that the Switchback Board deems appropriate for a public operating company, including (a) eliminating provisions in the Charter relating to an Initial Business Combination that will no longer be applicable to us following the Closing, including provisions relating to (i) the Class B Common Stock, (ii) redemption rights with respect to Class A Common Stock, (iii) the Trust Account, (iv) share issuances prior to the consummation of the Initial Business Combination, (v) transactions with affiliates and other blank check companies, (vi) approval of the Initial Business Combination and (vii) the minimum value of the target in the Initial Business Combination, (b) to change the post-combination company’s name to “ChargePoint Holdings, Inc.” and (c) removing the provision that Switchback elects to not be subject to Section 203 of the Delaware General Corporation Law (the “DGCL”) (collectively, the “Additional Charter Proposal” and, together with the Authorized Share Charter Proposal, the Director Removal Charter Proposal, the Charter Amendment Charter Proposal and the Bylaw Amendment Charter Proposal, collectively, the “Charter 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 250,000,000 shares of Class A Common Stock to the Historical Rollover Stockholders and the Eligible ChargePoint Equityholders in connection with the Business Combination, (b) the issuance and sale to the New PIPE Investors of 22,500,000 shares of Class A Common Stock in the PIPE Financing, which shall occur substantially concurrently with, and is contingent upon, the consummation of the transactions contemplated by the Business Combination Agreement and (c) the issuance of up to 71,803,112 shares of Class A Common Stock that may be reserved for issuance in respect of New ChargePoint options issued in exchange for outstanding pre-merger ChargePoint Options and in respect of New ChargePoint warrants issued in exchange for outstanding pre-merger ChargePoint Warrants (the “NYSE Proposal”);

•        the New ChargePoint 2021 Equity Incentive Plan (the “2021 Plan”) and material terms thereunder (the “2021 Plan Proposal”);

•        the New ChargePoint 2021 Employee Stock Purchase Plan (the “ESPP”) and material terms thereunder (the “ESPP Proposal”);

•        the election, effective immediately after the Effective Time, of three directors to serve until the 2021 annual meeting of stockholders, three directors to serve until the 2022 annual meeting of stockholders and three directors to serve until the 2023 annual meeting of stockholders, and until their respective successors are duly elected and qualified, subject to such directors’ earlier death, resignation, retirement, disqualification or removal (the “Director Election Proposal”); and

•        the adjournment of the special 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 Charter Proposals, the NYSE Proposal, the 2021 Plan Proposal, the ESPP Proposal or the Director Election Proposal (the “Adjournment Proposal” and, together with the Business Combination Proposal, the Charter Proposals, the NYSE Proposal, the 2021 Plan Proposal, the ESPP Proposal and the Director Election Proposal, the “Proposals”).

For more information, see the sections entitled “Proposal Nos. 2 – 6 — The Charter Proposals,” “Proposal No. 7 — The NYSE Proposal,” “Proposal No. 8 — The 2021 Plan Proposal,” “Proposal No. 9 — The ESPP Proposal,” “Proposal No. 10 — The Director Election Proposal” and “Proposal No. 11 — 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 special meeting of stockholders of Switchback, including the proposed Business Combination, as well as some commonly asked questions about ChargePoint’s solicitation of written consent to the proposed Business Combination. The following questions and answers do not include all the information that is important to Switchback and ChargePoint stockholders. We urge Switchback and ChargePoint stockholders to carefully read this entire proxy statement/prospectus/consent solicitation statement, including the annexes and other documents referred to herein.

QUESTIONS AND ANSWERS ABOUT SWITCHBACK’S SPECIAL STOCKHOLDER MEETING AND THE BUSINESS COMBINATION

Q:     Why am I receiving this proxy statement/prospectus/consent solicitation statement?

A:     Switchback is sending this proxy statement/prospectus/consent solicitation statement to its stockholders to help them decide how to vote their Switchback Common Stock with respect to the matters to be considered at the special meeting. Switchback stockholders are being asked to consider and vote upon, among other things, a proposal to (a) approve and adopt the Business Combination Agreement, pursuant to which Merger Sub will merge with and into ChargePoint, with ChargePoint surviving the Merger as a wholly owned subsidiary of Switchback, (b) approve the 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 pursuant to the Business Combination Agreement of up to an aggregate of 250,000,000 shares of Class A Common Stock to the Historical Rollover Stockholders and the Eligible ChargePoint Equityholders in connection with the Business Combination, (ii) the issuance and sale to the New PIPE Investors of 22,500,000 shares of Class A Common Stock in the PIPE Financing, which shall occur substantially concurrently with, and is contingent upon, the consummation of the transactions contemplated by the Business Combination Agreement and (iii) the issuance of up to 71,803,112 shares of Class A Common Stock that may be reserved for issuance in respect of New ChargePoint options issued in exchange for outstanding pre-merger ChargePoint Options and in respect of New ChargePoint warrants issued in exchange for outstanding pre-merger ChargePoint Warrants. The Business Combination cannot be completed unless Switchback stockholders approve the Business Combination Proposal, the Charter Proposals and the NYSE Proposal.

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

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

Q:     What is being voted on at the special meeting?

A:     Switchback stockholders will vote on the following proposals at the special meeting.

•        The Business Combination Proposal — To consider and vote upon a proposal to approve and adopt the Business Combination Agreement and the transactions contemplated thereby (Proposal No. 1).

•        The Charter Proposals — To consider and vote upon each of the following proposals to amend and restate the Charter:

•        The Authorized Share Charter Proposal — To increase the number of authorized shares of Switchback’s capital stock, par value $0.0001 per share, from 221,000,000 shares, consisting of (a) 220,000,000 shares of Switchback Common Stock, including 200,000,000 shares of Class A Common Stock and 20,000,000 shares of Class B Common Stock and (b) 1,000,000 shares of Switchback Preferred Stock, to 1,010,000,000 shares, consisting of (i) 1,000,000,000 shares of common stock and (ii) 10,000,000 shares of preferred stock (Proposal No. 2);

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•        The Director Removal Charter Proposal — To provide that any director or the entire Switchback Board may be removed from office at any time, but only for cause and only by the affirmative vote of the holders of at least 66⅔% of the voting power of all then-outstanding shares of Switchback’s capital stock entitled to vote thereon, voting together as a single class (Proposal No. 3);

•        The Charter Amendment Charter Proposal — To require the affirmative vote of the holders of at least 66⅔% of the voting power of all then-outstanding shares of Switchback’s capital stock entitled to vote thereon, voting together as a single class, to amend, alter, change or repeal, or adopt any provision inconsistent with, any of Parts A and B of Article FOURTH, Articles FIFTH, SEVENTH, EIGHTH, NINTH, TENTH, ELEVENTH and TWELFTH of the Proposed Second A&R Charter (Proposal No. 4);

•        The Bylaw Amendment Charter Proposal — To require the affirmative vote of the holders of at least 66⅔% of the voting power of all then-outstanding shares of Switchback’s capital stock entitled to vote thereon, voting together as a single class, to adopt, amend or repeal any provision of Switchback’s bylaws (Proposal No. 5); and

•        The Additional Charter Proposal — To make certain other changes that the Switchback Board deems appropriate for a public operating company, including (a) eliminating provisions in the Charter relating to Switchback’s Initial Business Combination that will no longer be applicable to Switchback following the Closing, including provisions relating to (i) the Class B Common Stock, (ii) redemption rights with respect to Class A Common Stock, (iii) the Trust Account, (iv) share issuances prior to the consummation of the Initial Business Combination, (v) transactions with affiliates and other blank check companies, (vi) approval of the Initial Business Combination and (vii) the minimum value of the target in the Initial Business Combination, (b) to change the post-combination company’s name to “ChargePoint Holdings, Inc.” and (c) removing the provision that Switchback elects to not be subject to Section 203 of the DGCL (Proposal No. 6).

The full text of the Proposed Second A&R Charter reflecting each of the proposed amendments pursuant to the Charter Proposals is attached to this proxy statement/prospectus/consent solicitation statement as Annex B.

•        The NYSE Proposal — To consider and vote upon a proposal to approve, for purposes of complying with applicable listing rules of the NYSE, (a) the issuance of up to an aggregate of 250,000,000 shares of Class A Common Stock to the Historical Rollover Stockholders and the Eligible ChargePoint Equityholders in connection with the Business Combination, (b) the issuance and sale of 22,500,000 shares of Class A Common Stock in a private offering of securities to certain investors in connection with the Business Combination, which shall occur substantially concurrently with, and is contingent upon, the consummation of the transactions contemplated by the Business Combination Agreement and (c) the issuance of up to 71,803,112 shares of Class A Common Stock that may be reserved for issuance in respect of New ChargePoint options issued in exchange for outstanding pre-merger ChargePoint Options and in respect of New ChargePoint warrants issued in exchange for outstanding pre-merger ChargePoint Warrants (Proposal No. 7).

•        The 2021 Plan Proposal — To consider and vote upon a proposal to approve and adopt the 2021 Plan and material terms thereunder (Proposal No. 8). A copy of the 2021 Plan is attached to this proxy statement/prospectus/consent solicitation statement as Annex C.

•        The ESPP Proposal — To consider and vote upon a proposal to approve and adopt the ESPP and material terms thereunder (Proposal No. 9). A copy of the ESPP is attached to this proxy statement/prospectus/consent solicitation statement as Annex D.

•        The Director Election Proposal — To consider and vote upon a proposal to elect, effective immediately after the effective time of the Merger, three directors to serve until the 2021 annual meeting of stockholders, three directors to serve until the 2022 annual meeting of stockholders and three directors to serve until the 2023 annual meeting of stockholders, and until their respective successors are duly elected and qualified, subject to such directors’ earlier death, resignation, retirement, disqualification or removal (Proposal No. 10).

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•        The Adjournment Proposal — To consider and vote upon a proposal to approve the adjournment of the special 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 Charter Proposals, the NYSE Proposal, the 2021 Plan Proposal, the ESPP Proposal or the Director Election Proposal (Proposal No. 11).

Q:     Are the Proposals conditioned on one another?

A:     We may not consummate the Business Combination unless the Business Combination Proposal, the Charter Proposals and the NYSE Proposal are approved at the special meeting. The Charter Proposals, the 2021 Plan Proposal, the ESPP Proposal and the Director Election Proposal are conditioned on the approval of the Business Combination Proposal and the NYSE Proposal. The Adjournment Proposal is not conditioned on the approval of any other Proposal set forth in this proxy statement/prospectus/consent solicitation statement.

Q:     What will happen in the Business Combination?

A:     On September 23, 2020, Switchback and Merger Sub entered into the Business Combination Agreement with ChargePoint. Pursuant to the Business Combination Agreement, and subject to the terms and conditions contained therein, Merger Sub will merge with and into ChargePoint, with ChargePoint surviving the merger. After giving effect to the Merger, ChargePoint will become a wholly owned subsidiary of Switchback. At the Closing, it is anticipated that 217,478,394 shares of Class A Common Stock will be issued to the Historical Rollover Stockholders in the Business Combination in exchange for all outstanding shares of ChargePoint Common Stock. It is also anticipated that we will reserve for issuance up to 71,803,112 shares of Class A Common Stock in respect of New ChargePoint options issued in exchange for outstanding pre-merger ChargePoint Options and in respect of New ChargePoint warrants issued in exchange for outstanding pre-merger ChargePoint Warrants. Additionally, during the Earnout Period, we may issue to Eligible ChargePoint Equityholders up to 27,000,000 additional shares of Class A Common Stock in the aggregate, referred to herein as the Earnout Shares, in three equal tranches upon the occurrence of each Earnout Triggering Event. 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, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving Switchback and one or more businesses.

On July 30, 2019, Switchback completed the IPO of 30,000,000 units, with each unit consisting of one share of Class A Common Stock and one-third of one warrant, each whole warrant to purchase one share of Class A Common Stock at a price of $11.50 per share, generating gross proceeds to Switchback of $300,000,000. The underwriters were granted a 45-day option from the date of the final prospectus relating to the IPO to purchase up to 4,500,000 additional units to cover over-allotments, if any, at $10.00 per unit, less underwriting discounts and commissions. The underwriters partially exercised the over-allotment option and purchased an additional 1,411,763 units (the “Over-allotment Units”), generating gross proceeds of approximately $14.1 million, and the remaining over-allotment option subsequently expired. 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 ChargePoint would present the most attractive opportunity to maximize value for Switchback’s stockholders, and the Switchback Board ultimately determined that the Business Combination with ChargePoint was the most attractive potential transaction for Switchback. Please see the subsection entitled “The Business Combination — The Switchback Board’s Reasons for the Approval of the Business Combination.”

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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 our stockholders of the Business Combination Proposal, the Charter Proposals and the NYSE Proposal. For a summary of the conditions that must be satisfied or waived prior to completion of the Business Combination, see the subsection entitled “The Business Combination — Conditions to Closing of the Business Combination Agreement.”

Q:     How will we be managed and governed following the Business Combination?

A:     Immediately after the Closing, the Switchback Board will be divided into three separate classes, designated as follows:

•        the Class I directors will be Roxane Bowman, Axel Harries and Neil Suslak and their terms will expire at the annual meeting of stockholders to be held in 2021;

•        the Class II directors will be Jeffrey Harris, Mark Leschly and G. Richard Wagoner, Jr. and their terms will expire at the annual meeting of stockholders to be held in 2022; and

•        the Class III directors will be Bruce Chizen, Michael Linse and Pasquale Romano and their terms will expire at the annual meeting of stockholders to be held in 2023.

It is anticipated that Bruce Chizen will be designated Chairman of the New ChargePoint board of directors (the “New ChargePoint Board”) immediately after the Closing.

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 Switchback 22,500,000 shares of Class A Common Stock, for an aggregate purchase price of approximately $225.0 million in the PIPE Financing.

Q:     What equity stake will our current stockholders and the holders of our Founder Shares hold in New ChargePoint following the consummation of the Business Combination?

A:     We anticipate that, upon the Closing, the ownership of New ChargePoint will be as follows:

•        the Historical Rollover Stockholders will own 217,478,394 shares of our Class A Common Stock, or approximately 78.2% of our outstanding Class A Common Stock;

•        the public stockholders will own 31,411,763 shares of our Class A Common Stock, or approximately 11.2% of our outstanding Class A Common Stock;

•        the New PIPE Investors will own 22,500,000 shares of our Class A Common Stock, or approximately 8.1% of our outstanding Class A Common Stock; and

•        the initial stockholders will own 6,868,235 shares of our Class A Common Stock, or approximately 2.5% of our outstanding Class A Common Stock (which, for the avoidance of doubt, does not include shares of Class A Common Stock that will be issued to certain initial stockholders in connection with the PIPE Financing, which shares are reflected in the preceding bullet).

The number of shares and the interests set forth above (a) assume (i) that no public stockholders elect to have their public shares redeemed, (ii) a Closing Date of January 27, 2021, (iii) that there are no other issuances of equity interests of Switchback or ChargePoint and (iv) that there are no exercises of ChargePoint Options or ChargePoint 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 our public stockholders will decrease. If we assume the maximum redemptions scenario described under the section entitled “Unaudited Pro Forma Condensed Combined

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Financial Information — Basis of Pro Forma Presentation,” i.e., 21,057,381 shares of Class A Common Stock are redeemed, and the assumptions set forth in the foregoing clauses (a)(ii)–(iv) and (b) remain true, the ownership of New ChargePoint upon the Closing will be as follows:

•        the Historical Rollover Stockholders will own 217,478,394 shares of our Class A Common Stock, or approximately 84.6% of our outstanding Class A Common Stock;

•        the public stockholders will own 10,354,382 shares of our Class A Common Stock, or approximately 4.0% of our outstanding Class A Common Stock;

•        the New PIPE Investors will own 22,500,000 shares of our Class A Common Stock, or approximately 8.7% of our outstanding Class A Common Stock; and

•        the initial stockholders will own 6,868,235 shares of our Class A Common Stock, or approximately 2.7% of our outstanding Class A Common Stock (which, for the avoidance of doubt, does not include shares of Class A Common Stock that will be issued to certain initial stockholders in connection with the PIPE Financing, which shares are reflected in the preceding bullet).

If the facts are different than these assumptions, the percentage ownership retained by Switchback’s existing stockholders in New ChargePoint following the Business Combination will be different. For example, if we assume that all outstanding 10,470,587 public warrants and 5,521,568 private placement warrants were exercisable and exercised following completion of the Business Combination and further assume that no public stockholders 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 ChargePoint would be as follows:

•        the Historical Rollover Stockholders will own 217,478,394 shares of our Class A Common Stock, or approximately 73.9% of our outstanding Class A Common Stock;

•        the public stockholders will own 41,882,350 shares of our Class A Common Stock, or approximately 14.2% of our outstanding Class A Common Stock;

•        the New PIPE Investors will own 22,500,000 shares of our Class A Common Stock, or approximately 7.7% of our outstanding Class A Common Stock; and

•        the initial stockholders will own 12,389,803 shares of our Class A Common Stock, or approximately 4.2% of our outstanding Class A Common Stock (which, for the avoidance of doubt, does not include shares of Class A Common Stock that will be issued to certain initial stockholders in connection with the PIPE Financing, which shares are reflected in the preceding bullet).

The Switchback Warrants will become exercisable 30 days after the completion of an Initial Business Combination 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 (i) that no public stockholders elect to have their public shares redeemed, (ii) a Closing Date of January 27, 2021, (iii) that there are no other issuances of equity interests of Switchback or ChargePoint, (iv) the issuance of all 71,803,112 shares of Class A Common Stock that will be reserved in respect of New ChargePoint options issued in exchange for outstanding pre-merger ChargePoint Options and in respect of New ChargePoint warrants issued in exchange for outstanding pre-merger ChargePoint Warrants and (v) the issuance of all Earnout Shares 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 ChargePoint would be as follows:

•        the Historical Rollover Stockholders will own 316,281,506 shares of our Class A Common Stock, or approximately 83.9% of our outstanding Class A Common Stock;

•        the public stockholders will own 31,411,763 shares of our Class A Common Stock, or approximately 8.3% of our outstanding Class A Common Stock;

•        the New PIPE Investors will own 22,500,000 shares of our Class A Common Stock, or approximately 6.0% of our outstanding Class A Common Stock; and

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•        the initial stockholders will own 6,868,235 shares of our Class A Common Stock, or approximately 1.8% of our outstanding Class A Common Stock (which, for the avoidance of doubt, does not include shares of Class A Common Stock that will be issued to certain initial stockholders in connection with the PIPE Financing, which shares are reflected in the preceding bullet).

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

Q:     Why is Switchback proposing the amendments to the Charter set forth in the Charter Proposals?

A:     Switchback is proposing amendments to the Charter to approve certain items required to effectuate the Business Combination and other matters the Switchback Board believes are appropriate for the operation of New ChargePoint, including providing for, among other things, (a) increase the number of authorized shares of Switchback’s capital stock, par value $0.0001 per share, from 221,000,000 shares, consisting of (i) 220,000,000 shares of Switchback Common Stock, including 200,000,000 shares of Class A Common Stock and 20,000,000 shares of Class B Common Stock and (ii) 1,000,000 shares of Switchback Preferred Stock, to 1,010,000,000 shares, consisting of (A) 1,000,000,000 shares of common stock and (B) 10,000,000 shares of preferred stock, (b) provide that any director or the entire Switchback Board may be removed from office at any time, but only for cause and only by the affirmative vote of the holders of at least 66⅔% of the voting power of all then-outstanding shares of Switchback’s capital stock entitled to vote thereon, voting together as a single class, (c) require the affirmative vote of the holders of at least 66⅔% of the voting power of all then-outstanding shares of Switchback’s capital stock entitled to vote thereon, voting together as a single class, to amend, alter, change or repeal, or adopt any provision inconsistent with, any of Parts A and B of Article FOURTH, Articles FIFTH, SEVENTH, EIGHTH, NINTH, TENTH, ELEVENTH and TWELFTH of the Proposed Second A&R Charter, (d) require the affirmative vote of the holders of at least 66⅔% of the voting power of all then-outstanding shares of Switchback’s capital stock entitled to vote thereon, voting together as a single class, to adopt, amend or repeal any provision of Switchback’s bylaws, (e) to make certain other changes that the Switchback Board deems appropriate for a public operating company, including (i) eliminating certain provisions relating to an Initial Business Combination that will no longer be applicable to Switchback following the Closing, including provisions relating to (A) the Class B Common Stock, (B) redemption rights with respect to Class A Common Stock, (C) the Trust Account, (D) share issuances prior to the consummation of the Initial Business Combination, (E) transactions with affiliates and other blank check companies, (F) approval of the Initial Business Combination and (G) the minimum value of the target in the Initial Business Combination, (ii) to change the post-combination company’s name to “ChargePoint Holdings, Inc.” and (iii) removing the provision that Switchback elects to not be subject to Section 203 of the DGCL. Under the Charter and Delaware law, stockholder approval is required in order to effect the Charter Proposals. See the section entitled “Proposal Nos. 2 – 6 — The Charter Proposals” for additional information.

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 stockholder 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 Business Combination and the PIPE Financing, we may issue up to an aggregate of 344,303,112 shares of Class A Common Stock to the Historical Rollover Stockholders, the Eligible ChargePoint Equityholders and the New PIPE Investors. Because we may issue 20% or more of our outstanding voting power and outstanding common stock in connection with the Business Combination and the PIPE Financing, we are required to obtain stockholder approval of such issuances pursuant to NYSE listing rules. See the section entitled “Proposal No. 7 — 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

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Switchback’s advisors, 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 ChargePoint and assuming the risk that the Switchback Board may not have properly valued the business.

Q:     What happens if I sell my shares of Class A Common Stock before the special meeting?

A:     The record date for the special meeting is earlier than the date that the Business Combination is expected to be completed. If you transfer your shares of Class A Common Stock after the record date, but before the special meeting, unless the transferee obtains from you a proxy to vote those shares, you will retain your right to vote at the special meeting. However, you will not be able to seek redemption of your shares of Class A Common Stock 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/consent solicitation statement. If you transfer your shares of Class A Common Stock prior to the record date, you will have no right to vote those shares at the special meeting or seek redemption of those shares.

Q:     How has the announcement of the Business Combination affected the trading price of Switchback’s units, Class A Common Stock and warrants?

A:     On September 15, 2020, the last trading prior to the publication of the articles speculating about the Business Combination, Switchback’s public units, Class A Common Stock and public warrants closed at $11.00, $10.45 and $1.675, respectively. On January 6, 2021, two trading days immediately prior to the date of this proxy statement/prospectus/consent solicitation, Switchback’s public units, Class A Common Stock and warrants closed at $42.60, $37.75 and $13.99, respectively.

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

A:     Yes. We anticipate that, following the Business Combination, our Class A Common Stock and public warrants will continue trading on the NYSE under the new symbols “CHPT” and “CHPT WS,” respectively. Our units will automatically separate into the component securities upon consummation of the Business Combination and, as a result, will no longer trade as a separate security following the Business Combination.

Q:     What vote is required to approve the Proposals presented at the special meeting?

A:     Approval of each of the Business Combination Proposal, the NYSE Proposal, the 2021 Plan Proposal, the ESPP Proposal and the Adjournment Proposal requires the affirmative vote (online or by proxy) of the holders of a majority of the shares of Class A Common Stock and Class B Common Stock entitled to vote and actually cast thereon, voting as a single class. Approval of the Charter Proposals requires the affirmative vote (online or by proxy) of the holders of a majority of the shares of Class A Common Stock and Class B Common Stock entitled to vote thereon at the special meeting, voting as a single class.

Approval of the Director Election Proposal requires the affirmative vote (online or by proxy) of a plurality of the votes cast by holders of shares of Class A Common Stock and Class B Common Stock entitled to vote thereon at the special meeting. This means that the nine director nominees will be elected if they receive more affirmative votes than any other nominee for the same position. Stockholders may not cumulate their votes with respect to the election of directors.

Q:     May the Sponsor or 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 stockholder vote to approve the proposed Business Combination, our Sponsor, directors, officers, advisors or any of their respective affiliates may privately negotiate transactions to purchase public shares from stockholders who would have otherwise elected to have their shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules for a per share pro rata portion of the Trust Account. There is no limit on the number of public shares our Sponsor, 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, our Sponsor, directors, officers, advisors and their respective affiliates have no current commitments, plans or intentions to engage in such transactions and have

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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. Our Sponsor, directors, officers, advisors or any of their respective affiliates will not 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 stockholder, 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 stockholder to vote such shares in a manner directed by the purchaser. In the event that our Sponsor, directors, officers, advisors or any of their respective affiliates purchase public shares in privately negotiated transactions from public stockholders who have already elected to exercise their redemption rights, such selling stockholders 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.

Q:     How many votes do I have at the special meeting?

A:     Our stockholders are entitled to one vote at the special meeting for each share of Class A Common Stock or Class B Common Stock held of record as of December 16, 2020, the record date for the special meeting. As of the close of business on the record date, there were 31,411,763 outstanding shares of Class A Common Stock, which are held by our public stockholders, and 7,852,941 outstanding shares of Class B Common Stock, which are held by our initial stockholders.

Q:     What constitutes a quorum at the special meeting?

A:     Holders of a majority in voting power of Class A Common Stock and Class B Common Stock issued and outstanding and entitled to vote at the special meeting, virtually present or represented by proxy, constitute a quorum. In the absence of a quorum, the chairman of the meeting has the power to adjourn the special meeting. As of the record date for the special meeting, 19,632,353 shares of Class A Common Stock and Class B Common Stock, 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:     Our Sponsor, directors and officers have agreed to vote any shares of Class A Common Stock and Class B Common Stock owned by them in favor of the Business Combination. Currently, they own approximately 20.5% of our issued and outstanding shares of Class A Common Stock and Class B Common Stock, in the aggregate. Please see the subsection entitled “The Business Combination — Related Agreements — Founders Stock Letter.”

Q:     What interests do the current officers and directors have in the Business Combination?

A:     When you consider the Switchback Board’s recommendation of the Proposals, you should keep in mind that our directors and officers have interests in the Business Combination that are different from, or in addition to, those of other stockholders generally. Our directors were aware of and considered these interests, among other matters, in evaluating the Business Combination, and in recommending to stockholders that they approve the Business Combination. Stockholders 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 stockholders vote “FOR” each of the Proposals. These interests include, among other things:

•        the fact that our Sponsor holds 5,521,568 private placement warrants that would expire worthless if a business combination is not consummated;

•        the fact that our Sponsor, officers and directors have agreed not to redeem any of the shares of Switchback Common Stock held by them in connection with a stockholder vote to approve the Business Combination;

•        the fact that our Sponsor paid an aggregate of $25,000 for the Founder Shares, including 120,000 Founder Shares which were subsequently transferred to our independent directors, and that such securities will have a significantly higher value at the time of the Business Combination, which if

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unrestricted and freely tradable would be valued at approximately $240,044,813, based on the closing price of our Class A Common Stock of $34.95 per share on December 16, 2020 (after giving effect to the forfeiture of Founder Shares contemplated by the Founders Stock Letter and not taking into account the Founder Earn Back Shares);

•        if the Trust Account is liquidated, including in the event we are unable to complete an Initial Business Combination within the required time period, our 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 our independent registered public accounting firm) for services rendered or products sold to us or (b) a prospective target business with which we have 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 our independent directors own an aggregate of 120,000 Founder Shares that were transferred from our Sponsor, which if unrestricted and freely tradeable would be valued at approximately $4,194,000, based on the closing price of our Class A Common Stock of $34.95 per share on December 16, 2020 (after giving effect to the forfeiture of Founder Shares contemplated by the Founders Stock Letter);

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

•        the fact that our Sponsor, officers and directors will lose their entire investment in us if an Initial Business Combination is not completed.

Q:     What happens if I vote against the Business Combination Proposal?

A:     Under our Charter, if the Business Combination Proposal is not approved and we do not otherwise consummate an alternative business combination by July 30, 2021, we will be required to dissolve and liquidate the Trust Account by returning the then-remaining funds in such account to our public stockholders.

Q:     Do I have redemption rights?

A:     If you are a holder of public shares, you may elect to have your public shares redeemed for cash at the applicable redemption price per share equal to the quotient obtained by dividing (a) the aggregate amount on deposit in the Trust Account as of two business days prior to the consummation of the Business Combination, including interest not previously released to us to pay our franchise and income taxes, by (b) the total number of then outstanding shares of Class A Common Stock included as part of the units sold in the IPO; provided that we will not redeem any public shares to the extent that such redemption would result in Switchback having net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act ) of less than $5,000,001. A public stockholder, 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 under Section 13(d)(3) of the Exchange Act), will be restricted from redeeming in the aggregate his, her or its shares or, if part of such a group, the group’s shares, in excess of 20% of the public shares (the “20% threshold”). Unlike some other blank check companies, other than the net tangible asset requirement and the 20% threshold described above, we have no specified maximum redemption threshold and there is no other limit on the amount of public shares that you can redeem. Holders of our outstanding public warrants do not have redemption rights in connection with the Business Combination. Our Sponsor, officers and directors have agreed to waive their redemption rights with respect to any shares of our common stock they may hold in connection with the consummation of the Business Combination. For illustrative purposes, based on the fair value of cash and marketable securities held in the Trust Account as of September 30, 2020 of approximately $317.0 million, the estimated per share redemption price would have been $10.09. Additionally, shares properly tendered for redemption will only be redeemed if the Business Combination is consummated; otherwise holders of such shares will only be entitled to a pro rata portion of the Trust Account (including interest but net of franchise and income taxes payable) (a) in connection with a stockholder vote to approve an amendment to our Charter that would affect the substance or timing of our obligation to redeem 100% of our public shares if we have not consummated an Initial Business Combination by July 30, 2021, (b) in connection with the liquidation of the Trust Account or (c) if we subsequently complete a different business combination on or before July 30, 2021.

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

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

Q:     How do I exercise my redemption rights?

A:     In order to exercise your redemption rights, you must (a) if you hold your shares of Class A Common Stock through units, elect to separate your 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 February 9, 2021 (two business days before the special meeting), tender your shares physically or electronically and submit a request in writing that we redeem your public shares for cash to Continental Stock Transfer & Trust Company, our 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 stockholder, 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 stockholder or group will not be redeemed for cash. In order to determine whether a stockholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act) with any other stockholder, Switchback will require each public stockholder seeking to exercise redemption rights to certify to Switchback whether such stockholder is acting in concert or as a group with any other stockholder. Stockholders 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 stockholders should generally allot at least two weeks to obtain physical certificates from the transfer agent. However, we do not have any control over this process and it may take longer than two weeks. Stockholders 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 our outstanding units must separate the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. If you hold 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 units, you must instruct such nominee to separate your units. Your nominee must send written instructions by facsimile to Continental Stock Transfer & Trust Company. Such written instructions must include the number of units to be split and the nominee holding such units. Your nominee must also initiate electronically, using The Depository Trust Company’s (“DTC”) DWAC (deposit withdrawal at custodian) system, a withdrawal of the relevant 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 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.

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Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with our consent, until the vote is taken with respect to the 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 our 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 U.S. federal income tax consequences of a redemption depend on a holder’s particular facts and circumstances. See the subsection entitled “The Business Combination — Material U.S. Federal Income Tax Considerations.” We urge you to consult your tax advisors regarding the tax consequences of exercising your redemption rights and to rely solely upon their advice.

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

A:     No. The holders of our warrants have no redemption rights with respect to our 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 Common Stock or Class B Common Stock in connection with the Business Combination.

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

A:     If the Business Combination Proposal is approved, we intend to use a portion of the funds held in the Trust Account to pay (a) any Switchback Transaction Costs (excluding any PIPE Financing Transaction Costs) up to the Switchback Transaction Costs Cap, (b) any PIPE Financing Transaction Costs, (c) tax obligations and deferred underwriting discounts and commissions from the IPO and (d) 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 ChargePoint. 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 the parties’ specific termination rights. In accordance with our Charter, if an Initial Business Combination is not consummated by July 30, 2021, we 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 subject to lawfully available funds therefor, 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 our franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then-outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (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 our remaining stockholders and the Switchback Board, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

We expect that the amount of any distribution our public stockholders will be entitled to receive upon our 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 our obligations under the DGCL to provide for claims of creditors and other requirements of applicable law. Holders of our 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 our outstanding warrants. Accordingly, the warrants will expire worthless.

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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 special meeting of our stockholders to be held on February 11, 2021, provided that all the requisite stockholder 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 Closing 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/consent solicitation statement, including the section entitled “Risk Factors” and the annexes attached to this proxy statement/prospectus/consent solicitation statement, and to consider how the Business Combination will affect you as a stockholder. You should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus/consent solicitation statement 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 Common Stock or Class B Common Stock on December 16, 2020, the record date for the special meeting, you may vote with respect to the Proposals online at the virtual special 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 special meeting and vote online, obtain a proxy from your broker, bank or nominee.

Q:     What will happen if I abstain from voting or fail to vote at the special meeting?

A:     At the special meeting, we will count a properly executed proxy marked “ABSTAIN” with respect to a particular proposal 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 Business Combination Proposal, the NYSE Proposal, the 2021 Plan Proposal, the ESPP Proposal, the Director Election Proposal or the Adjournment Proposal, but will have the same effect as a vote AGAINST the Charter 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 us without an indication of how the stockholder intends to vote on a proposal will be voted “FOR” each Proposal (or in the case of the Director Election Proposal, “FOR ALL NOMINEES”) being submitted to a vote of the stockholders at the special meeting.

Q:     If I am not going to attend the virtual special meeting online, should I submit my proxy card instead?

A:     Yes. Whether you plan to attend the special meeting or not, please read the enclosed proxy statement/prospectus/consent solicitation statement 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. We believe the Proposals presented to our stockholders 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.

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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 special meeting or by attending the virtual special meeting online and voting there. You also may revoke your proxy by sending a notice of revocation to us, which must be received prior to the special 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/consent solicitation statement 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/consent solicitation statement or the enclosed proxy card you should contact our proxy solicitor at:

Morrow Sodali LLC
470 West Avnue
Stamford, Connecticut 06902
Telephone: (800) 662-5200
(banks and brokers call collect at (203) 658-9400)
Email: sbe.info@investor.morrowsodali.com

To obtain timely delivery, our stockholders must request the materials no later than five business days prior to the special 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.”

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 our transfer agent at least two business days prior to the special 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 shares of Class A Common Stock and Class B Common Stock on all matters scheduled to come before the special meeting. We will pay the cost of soliciting proxies for the special meeting. We have engaged Morrow Sodali LLC to assist in the solicitation of proxies for the special meeting. We have agreed to pay Morrow Sodali LLC a fee of $35,000, plus disbursements. We will reimburse Morrow Sodali LLC for reasonable out-of-pocket expenses and will indemnify Morrow Sodali LLC and its affiliates against certain claims, liabilities, losses, damages and expenses. We will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of shares of Class A Common Stock and Class B Common Stock for their expenses in forwarding soliciting materials to beneficial owners of Class A Common Stock and Class B Common Stock and in obtaining voting instructions from those owners. Our 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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QUESTIONS AND ANSWERS ABOUT CHARGEPOINT’S CONSENT SOLICITATION

Q:     Why am I receiving this proxy statement/prospectus/consent solicitation statement?

A:     ChargePoint’s stockholders are being asked to approve the Business Combination Proposal and adopt the Business Combination Agreement, by executing and delivering the written consent furnished with this proxy statement/prospectus/consent solicitation statement. As a result of the Business Combination, Switchback will acquire ChargePoint. Subject to the terms of the Business Combination Agreement, holders of ChargePoint equity interests (and convertible securities) will be entitled to receive shares of Switchback’s Class A Common Stock at a deemed value of $10.00 per share as consideration in connection with the Merger. During the Earnout Period, New ChargePoint may issue to Eligible ChargePoint Equityholders up to 27,000,000 additional shares of Class A Common Stock in the aggregate, referred to herein as the Earnout Shares, in three equal tranches upon the occurrence of each Earnout Triggering Event. Please see the subsections entitled “The Business Combination — Conversion of Securities” and “The Business Combination — Earnout.”

A copy of the Business Combination Agreement is attached to this proxy statement/prospectus/consent solicitation statement as Annex A. This proxy statement/prospectus/consent solicitation statement and its annexes contain important information about the proposed Business Combination and the solicitation of written consents. You should read this proxy statement/prospectus/consent solicitation statement and its annexes carefully and in their entirety.

ChargePoint’s stockholders are encouraged to return their written consent as soon as possible after carefully reviewing this proxy statement/prospectus/consent solicitation statement and its annexes.

Q:     What will happen to my existing shares of ChargePoint capital stock in the Business Combination?

A:     At the closing of the Business Combination, each outstanding share of ChargePoint Common Stock (including each share of ChargePoint Preferred Stock that will be converted into shares of ChargePoint Common Stock immediately prior to such closing, but excluding shares of ChargePoint Restricted Stock), will be cancelled and automatically converted into the right to receive (a) the number of shares of Class A Common Stock of Switchback equal to the Exchange Ratio (determined in accordance with the Business Combination Agreement) and (b) the contingent right to receive certain Earnout Shares. See the subsections entitled “The Business Combination — Conversion of Securities” and “The Business Combination — Earnout” for further information on the consideration being paid to the stockholders of ChargePoint.

Q:     What will happen to my existing ChargePoint Warrants in the Business Combination?

A:     At the Closing, each outstanding and unexercised ChargePoint Warrant will be automatically converted into (a) a warrant to acquire a number of shares of Class A Common Stock of Switchback (each such resulting warrant, an “Assumed Warrant”) and (b) the contingent right to receive Earnout Shares. The number of shares of Class A Common Stock of Switchback subject to each Assumed Warrant will be equal to (a) the number of shares of ChargePoint Common Stock subject to the applicable ChargePoint Warrant multiplied by (b) the Exchange Ratio (rounded down to the nearest whole number). The per share exercise price of each Assumed Warrant will be equal to (a) the per share exercise price for the shares of ChargePoint Common Stock subject to the applicable ChargePoint Warrant (as in effect immediately prior to the Effective Time) divided by (b) the Exchange Ratio (rounding up to the nearest whole cent).

See the subsections entitled “The Business Combination — Conversion of Securities” and “The Business Combination — Earnout” for further information on the consideration being paid to the stockholders of ChargePoint.

Q:     What is the recommendation of the ChargePoint Board?

A:     The ChargePoint Board unanimously recommends that the ChargePoint stockholders approve the Business Combination Proposal.

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Q:     Do any of ChargePoint’s directors or officers have interests in the Business Combination that may differ from or be in addition to the interests of ChargePoint stockholders?

A:     Yes. ChargePoint stockholders should be aware that some of ChargePoint’s directors and executive officers have interests in the transaction that may be different from, or in addition to, the interests of ChargePoint’s stockholders generally. The ChargePoint Board was aware of and considered these interests, among other matters, in deciding to approve the terms of the Business Combination Agreement and the Business Combination. See “The Business Combination — Interests of Certain Persons in the Business Combination — Interests of ChargePoint Directors and Officers.”

Q:     Who is entitled to act by written consent?

A:     ChargePoint stockholders of record holding ChargePoint Outstanding Shares at the close of business on the record date of December 28, 2020 (the “ChargePoint Record Date”), will be notified of and be entitled to execute and deliver a written consent with respect to the Business Combination Proposal.

Q:     How can I give my consent?

A:     ChargePoint stockholders may give their consent by completing, dating and signing the written consent enclosed with this proxy statement/prospectus/consent solicitation statement and returning it to ChargePoint by emailing a .pdf copy to cplegal@chargepoint.com, roya.shakoori@chargepoint.com and chargepoint_solicitation@gunder.com or by mailing your written consent to ChargePoint, Inc., 240 East Hacienda Avenue, Campbell, CA 95008, Attention: Chief Legal Officer. ChargePoint will not call or convene any meeting of its stockholders in connection with the approval of the Business Combination Proposal.

Q:     What approval is required to adopt the Business Combination Agreement and approve the transactions contemplated thereby?

A:     Approval of the Business Combination Agreement and the transactions contemplated thereby requires the affirmative vote in favor of the approval and adoption of the Business Combination Agreement and the Business Combination by holders of at least a (a) majority of the outstanding shares of the ChargePoint Common Stock and ChargePoint Preferred Stock (on an as-converted basis), voting together as a single class, (b) a majority of the outstanding shares of the ChargePoint Preferred Stock, voting together as a single class on an as-converted basis, (c) two-thirds of the outstanding shares of the ChargePoint Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock (voting together as a single class on an as-converted basis), (d) two-thirds of the outstanding shares of the ChargePoint Series D Preferred Stock, (e) a majority of the outstanding shares the ChargePoint Series E Preferred Stock, Series F Preferred Stock and Series G Preferred Stock (voting together as a single class on an as-converted basis), (f) a majority of the outstanding shares of the ChargePoint Series H Preferred Stock (including the approval of certain holders of Series H Preferred Stock) and (g) a majority of the outstanding shares of the ChargePoint Series H-1 Preferred Stock.

Q:     What happens if I do not return my written consent?

A:     If you hold shares of ChargePoint capital stock as of the ChargePoint Record Date and you do not return your written consent, it will have the same effect as a vote against the Business Combination Proposal.

Q:     Do ChargePoint stockholders have appraisal rights if they object to the Business Combination?

A:     Yes. Pursuant to Section 262 of the DGCL, ChargePoint stockholders who comply with the applicable requirements of Section 262 of the DGCL and do not otherwise fail to perfect, waive, withdraw or lose the right to appraisal under Delaware law have the right to seek appraisal of the fair value of their shares of ChargePoint Common Stock or ChargePoint Preferred Stock (as applicable), as determined by the Court of Chancery, if the Merger is completed. The “fair value” of your shares of ChargePoint Common Stock or ChargePoint Preferred Stock (as applicable) as determined by the Court of Chancery may be more or less than, or the same as, the value of the consideration that you are otherwise entitled to receive under the Business Combination Agreement. ChargePoint stockholders who do not consent to the adoption of the Business Combination Agreement and who wish to preserve their appraisal rights must so advise ChargePoint by submitting a demand for appraisal within the period prescribed by Section 262 of the DGCL after receiving a notice from ChargePoint that appraisal rights are available to them, and must otherwise precisely follow the

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procedures prescribed by Section 262 of the DGCL. Failure to follow any of the statutory procedures set forth in Section 262 of the DGCL will result in the loss or waiver of appraisal rights under Delaware law. In view of the complexity of Section 262 of the DGCL, ChargePoint stockholders who may wish to pursue appraisal rights should consult their legal and financial advisors. For additional information on appraisal rights available to ChargePoint stockholders, see the subsection entitled “The Business Combination — Appraisal Rights — Appraisal Rights of ChargePoint Stockholders.”

Q:     What is the deadline for returning my written consent?

A:     ChargePoint has set February 10, 2021 as the targeted final date for receipt of written consents (such date, as it may be extended in accordance with the next sentence, the “consent deadline”). ChargePoint reserves the right to extend the consent deadline beyond February 10, 2021. Any such extension may be made without notice to the ChargePoint stockholders.

Q:     Can I change or revoke my written consent?

A:     Yes. You may change or revoke your consent to the Business Combination Proposal at any time before the consent deadline. If you wish to change or revoke your consent before the consent deadline, you may do so by sending in a written notice to that effect by one of the means described in the section entitled “ChargePoint’s Solicitation of Written Consents.”

Q:     What do I need to do now?

A:     ChargePoint urges you to read carefully and consider the information contained in this proxy statement/prospectus/consent solicitation statement, including the annexes and the other documents referred to herein, and to consider how the Business Combination will affect you as a stockholder of ChargePoint. Once the registration statement of which this proxy statement/prospectus/consent solicitation statement has been declared effective by the SEC, ChargePoint will solicit your written consent. The ChargePoint Board unanimously recommends that all ChargePoint stockholders approve the Business Combination Proposal by executing and returning to ChargePoint the written consent furnished with this proxy statement/prospectus/consent solicitation statement as soon as possible and no later than the consent deadline.

Q:     What are the U.S. federal income tax consequences of the Business Combination to U.S. holders of ChargePoint capital stock?

A:     For general information on the material U.S. federal income tax consequences of the Business Combination to holders of ChargePoint capital stock, see the subsection entitled “The Business Combination — Material U.S. Federal Income Tax Considerations.”

Q:     Who can help answer my questions about the consent?

A:     If you have questions about the transaction or the process for returning your written consent, or if you need additional copies of this proxy statement/prospectus/consent solicitation statement or a replacement written consent, please contact ChargePoint, Inc., 240 East Hacienda Avenue, Campbell, CA 95008, Attention: Chief Financial Officer or cplegal@chargepoint.com, and chargepoint_solicitation@gunder.com.

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SUMMARY OF THE PROXY STATEMENT/PROSPECTUS/CONSENT SOLICITATION STATEMENT

This summary highlights selected information from this proxy statement/prospectus/consent solicitation statement 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 special meeting, you should read this entire proxy statement/prospectus/consent solicitation statement carefully, including the annexes. See also the section entitled “Where You Can Find Additional Information.”

Parties to the Business Combination

Switchback Energy Acquisition Corporation

Switchback is a Delaware corporation formed on May 10, 2019 for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving Switchback and one or more businesses. Upon the Closing, we intend to change our name from “Switchback Energy Acquisition Corporation” to “ChargePoint Holdings, Inc.”

Our Class A Common Stock, public warrants and units, consisting of one share of Class A Common Stock and one-third of one warrant, are traded on the NYSE under the ticker symbols “SBE,” “SBE WS” and “SBE.U,” respectively. We have applied to continue the listing of our Class A Common Stock and warrants on the NYSE under the symbols “CHPT” and “CHPT WS” respectively, upon the Closing. The units will automatically separate into the component securities upon consummation of the Business Combination and, as a result, will no longer trade as a separate security.

The mailing address of Switchback’s principal executive office is 5949 Sherry Lane, Suite 1010, Dallas, TX 75225, and our telephone number is (214) 368-0821.

ChargePoint, Inc.

ChargePoint is a leading EV charging network provider committed to enabling the electrification of mobility for all people and goods. Years before EVs were widely available, ChargePoint envisioned a new way of fueling, conveniently located where drivers live, work and play. By pioneering networked EV charging, ChargePoint has helped make electrified mobility a reality, with consumers and fleets rapidly adopting EVs. With 13 years of focused development, over $650 million of private capital raised and over 4,000 existing commercial customers, ChargePoint is driving the shift to electric mobility by providing charging solutions in North America and Europe for all segments, including commercial (e.g., retail, workplace, parking, recreation, education and highway fast charge), fleet (e.g., delivery, logistics, motorpool, transit and shared mobility) and residential (e.g., homes, apartments and condos).

ChargePoint’s networked solutions can charge EV passenger cars or fleet vehicles regardless of manufacturer. Thus, ChargePoint believes it should benefit from the broader electrification trend without needing to identify which vehicle brands, traditional or more recent “born electric” entrants, will be successful. Further, ChargePoint believes it will continue to grow proportionally to EV market growth due to the fact that for almost a decade, ChargePoint’s charging port growth in North America has correlated closely with passenger EV sales growth in North America. Passenger EV sales are expected to increase from 2.6% of new vehicles sold in 2019 to 29.2% in 2030 in the United States and Europe according to the Bloomberg New Energy Finance Electric Vehicle Outlook 2020 (the “BNEF Report”).

Vehicles spend the vast majority of their time parked. Accordingly, the locations where vehicles are commonly parked should offer fueling with charging speeds matched to the natural parking duration of vehicles at those sites. With the exception of occasional drives beyond a vehicle’s battery range, EV charging is primarily a top-up model and fueling is transitioning from being a chore commonly performed by having to make a dedicated stop to being conveniently located where drivers naturally park. ChargePoint is tackling this growing addressable market one parking lot at a time by primarily selling charging solutions to commercial and fleet customers in the form of networked hardware and recurring software subscriptions and services. With rare exceptions, ChargePoint does not own charging sites or stations, monetize driver access to stations or monetize the sale of energy. Because customers own the charging infrastructure, ChargePoint can focus its resources on product development, customer acquisition and public policy to drive innovation, competition and customer choice in the market.

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ChargePoint primarily generates revenue through the sale of networked charging hardware, both Level 2 208/240V alternating current (“Level 2 AC”) and direct current fast charge (“Level 3 DC Fast”) combined with software (“Cloud Services”) billed as an annual subscription based on the number of charging ports. Cloud Services enable commercial and fleet customers to manage all aspects of charging in their parking lots and depots. In addition, ChargePoint offers an extended parts and labor warranty (“Assure”) as an annual subscription. All ChargePoint ports are integrated into one network available to drivers, who can use the ChargePoint mobile application to find charging, start sessions, pay for charging and access features that station owners enable via the ChargePoint host application. The solutions are available with customizable video and signage options for customers who want to promote their brand. ChargePoint also offers ChargePoint as a Service (“CPaaS”), in which the networked charging station hardware, Cloud Services and Assure are bundled into an annual subscription payment.

ChargePoint has over 4,000 existing commercial customers, including 62% of the 2018 Fortune 50 list of companies. More generally, ChargePoint supports customers in the following key markets:

•        Commercial:    Commercial businesses have parking at offices, medical complexes, schools, retail sites, airports, convenience stores, recreation centers and fast-fueling sites, among others. They invest in EV charging to attract tenants, employees, customers and visitors, generate direct and indirect income, reduce expenses and achieve sustainability goals.

•        Fleet:    ChargePoint’s fleet customers include delivery/logistics, sales/service/motorpool and transit and shared mobility operators. They use ChargePoint’s EV charging solutions to fuel operations, manage operating costs and achieve sustainability goals.

•        Residential:    ChargePoint offers residential charging solutions for drivers in single family residences who want the convenience of fueling at home with the ability to optimize energy costs and full integration with the same mobile application that they use for charging away from home. For apartments and condominium settings, ChargePoint offers landlords and owner associations the ability to offer charging billed directly to the tenant.

ChargePoint estimates it currently has an over 70% market share in networked Level 2 AC charging in North America. It began European operations in 2017 and currently operates in 16 European countries. It expects significant market opportunities for fleet solutions as fleet EVs begin to arrive in more meaningful volume in coming years. ChargePoint believes that designing, developing and delivering high quality, networked charging that consistently works and improves over time with Cloud Services upgrades produces a quality experience for both businesses and drivers. ChargePoint believes its approach fosters loyalty and organic customer growth beyond initial purchase and leads to high retention rates for Cloud Services subscriptions on existing ports. As customers see increasing utilization from rising EV penetration, they typically expand the number of charging ports they purchase from ChargePoint. Additional network effects result from the breadth of ecosystem integrations ChargePoint has implemented, including in-vehicle infotainment systems, consumer mobile applications, payment systems, mapping tools, home automation assistants, fleet fuel cards, wearables and utility grid management systems, among others.

The mailing address of ChargePoint’s principal executive office is 240 East Hacienda Avenue, Campbell, CA 95008, and its telephone number is (408)-841-4500.

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

The Business Combination

On September 23, 2020, we entered into the Business Combination Agreement with Merger Sub and ChargePoint. Pursuant to the Business Combination Agreement, and subject to the terms and conditions contained therein, Merger Sub will merge with and into ChargePoint, with ChargePoint surviving the Merger. After giving effect to the Merger, ChargePoint will become a wholly owned subsidiary of Switchback.

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Immediately prior to the Effective Time and subject to receipt of the requisite approval of ChargePoint’s stockholders, ChargePoint will cause each share of ChargePoint Preferred Stock that is issued and outstanding immediately prior to the Effective Time to be converted into shares of ChargePoint Common Stock at the then-effective conversion rate in accordance with the terms of the ChargePoint Charter. Following the Conversion, there will be no outstanding shares of ChargePoint Preferred Stock.

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

•        each share of ChargePoint Common Stock issued and outstanding immediately prior to the Effective Time (including shares of ChargePoint Common Stock resulting from the Conversion, but excluding any outstanding unvested shares of ChargePoint Restricted Stock) will be cancelled and converted into (a) the right to receive 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 ChargePoint Common Stock and ChargePoint Preferred Stock held in the treasury of ChargePoint will be cancelled without any conversion thereof and no payment or distribution will be made with respect thereto;

•        each share of Merger Sub Common Stock issued and outstanding immediately prior to the Effective Time will be converted into and exchanged for one validly issued, fully paid and nonassessable share of ChargePoint Common Stock;

•        each ChargePoint Warrant that is outstanding and unexercised immediately prior to the Effective Time will be converted into (a) a warrant to purchase a number of shares of Class A Common Stock (each, an “Assumed Warrant”) equal to the product of (x) the number of shares of ChargePoint Common Stock subject to such ChargePoint Warrant and (y) the Exchange Ratio, at an exercise price per share equal to (i) the exercise price per share of such ChargePoint Warrant divided by (ii) the Exchange Ratio and (b) the contingent right to receive Earnout Shares;

•        each ChargePoint Option that is outstanding immediately prior to the Effective Time will be converted into (a) an option to purchase a number of shares of Class A Common Stock (each, an “Exchanged Option”) equal to the product of (x) the number of shares of ChargePoint Common Stock subject to such ChargePoint Option and (y) the Exchange Ratio, at an exercise price per share equal to (i) the exercise price per share of such ChargePoint Option divided by (ii) the Exchange Ratio (which option will remain subject to the same vesting terms as such ChargePoint Option) and (b) solely in the case of ChargePoint Options that are vested, the contingent right to receive Earnout Shares; and

•        each award of ChargePoint Restricted Stock that is outstanding immediately prior to the Effective Time will be converted into an award of a number of restricted shares of Class A Common Stock (“Exchanged Restricted Stock”) (rounded up or down to the nearest whole number, with a fraction of 0.5 rounded up) equal to the product of (a) the number of shares of ChargePoint Restricted Stock subject to such award and (b) the Exchange Ratio (which award will remain subject to the same vesting and repurchase terms as such ChargePoint Restricted Stock).

Pursuant to the terms of the Charter, each outstanding share of Class B Common Stock, after giving effect to the forfeiture of Founder Shares contemplated by the Founders Stock Letter, will be converted into one share of Class A Common Stock 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 ChargePoint may issue to Eligible ChargePoint Equityholders up to 27,000,000 additional shares of Class A Common Stock in the aggregate, referred to herein as the Earnout Shares, in three equal tranches upon the occurrence of each Earnout Triggering Event. Please see the subsection entitled “The Business Combination — Earnout.”

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Conditions to the Closing

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

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

•        the Required Switchback Proposals having each been approved and adopted by the requisite affirmative vote of Switchback stockholders at the special meeting in accordance with the DGCL, Switchback’s organizational documents and the rules and regulations of the NYSE;

•        no governmental authority having enacted, issued, promulgated, 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 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 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 Class A Common Stock, to be issued pursuant to the Business Combination Agreement (including the Earnout Shares) and in connection with the PIPE Financing, having been listed on the NYSE, or another national securities exchange mutually agreed to by the parties, as of the Closing; and

•        Switchback having at least $5,000,001 of net tangible assets immediately following the Closing (after giving effect to the redemption of public shares by Switchback’s public stockholders, in accordance with Switchback’s organizational documents).

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 Effective Time of the following additional conditions:

•        the accuracy of the representations and warranties of ChargePoint as determined in accordance with the Business Combination Agreement;

•        ChargePoint 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 it on or prior to the Effective Time;

•        no ChargePoint Material Adverse Effect (as defined below) having occurred between the date of the Business Combination Agreement and the Effective Time that is continuing;

•        ChargePoint having delivered to Switchback a certificate, dated the date of the Closing, signed by an officer of ChargePoint, certifying as to the satisfaction of certain conditions specified in the Business Combination Agreement;

•        the sale and issuance by Switchback of Class A Common Stock in connection with the PIPE Financing having been consummated prior to or in connection with the Effective Time; and

•        ChargePoint having delivered to Switchback its audited consolidated balance sheet as of January 31, 2020 and January 31, 2019, and the related audited consolidated statements of operations and cash flows for the three years ended January 31, 2020 (the “ChargePoint Audited Financial Statements”).

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The obligations of ChargePoint to consummate the Business Combination are subject to the satisfaction or waiver (where permissible) at or prior to 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 agreements and covenants required by the Business Combination Agreement to be performed or complied with by it on or prior to the Effective Time;

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

•        no Switchback Material Adverse Effect (as defined below) having occurred between the date of the Business Combination Agreement and the Effective Time that is continuing;

•        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 immediately prior to the 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;

•        the amount of Switchback Cash minus (x) the aggregate amount of cash proceeds that will be required to satisfy redemptions of public shares by Switchback’s public stockholders in accordance with Switchback’s organizational documents, if any, minus (y) the amount of Switchback Transaction Costs that remain unpaid immediately prior to the Closing (excluding, for the avoidance of doubt, any Switchback Transaction Costs payable by our Sponsor in accordance with the Business Combination Agreement), equaling at least $300,000,000; and

•        each of the covenants of our Sponsor required under the Founders Stock Letter to be performed as of or prior to the Closing having been performed in all material respects, and our Sponsor having not threatened (a) that the Founders Stock Letter is not valid, binding and in full force and effect, (b) that Switchback is in breach of or default under the Founders Stock Letter or (c) to terminate the Founders Stock Letter.

Regulatory Matters

Neither Switchback nor ChargePoint 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. The parties filed a pre-merger notification under the HSR Act on October 6, 2020 and received notice of early termination of the waiting period on October 20, 2020. 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.

Litigation Relating to the Business Combination

On October 29, 2020, a putative class action lawsuit was filed in the Supreme Court of the State of New York by a purported Switchback stockholder in connection with the Business Combination: Bulsa v. Switchback Energy Acquisition Corporation, et al., Index No. 655800/2020 (Sup. Ct. N.Y. Cnty.) (the “Bulsa Complaint”). Separately, on November 6, 2020, a putative class action lawsuit was filed in the Supreme Court of the State of New York by a different purported Switchback stockholder in connection with the Business Combination: Bushansky v. Switchback Energy Acquisition Corporation, et al., Index No. 656119/2020 (Sup. Ct. N.Y. Cnty.) (together with the Bulsa Complaint, the “Putative Class Action Complaints”). Additionally, on December 15, 2020, a complaint was filed in the United States District Court for the Southern District of New York by a purported Switchback stockholder in connection with the Business Combination: Ward v. Switchback Energy Acquisition Corporation, et al., Case No. 1:20-cv-10577 (S.D.N.Y.) (the “Federal Complaint”). On December 16, 2020, a separate complaint was filed in the Supreme Court of the State of New York by a purported Switchback stockholder in connection with the Business Combination: Baker v. Switchback Energy Acquisition Corporation, et al., Index No. 657063/2020 (Sup. Ct. N.Y. Cnty.) (together with the Federal Complaint

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and the Putative Class Action Complaints, the “Complaints”). The Complaints name Switchback and current members of the Switchback Board as defendants. The Complaints allege, among other things, breach of fiduciary duty claims against the Switchback Board in connection with the Business Combination. The Complaints also allege that this proxy statement/prospectus/consent solicitation statement is materially misleading and/or omits material information concerning the Business Combination, including, with respect to the Federal Complaint, in violation of Sections 14(a) and 20(a) of the Exchange Act. The Complaints generally seek injunctive relief, unspecified damages and awards of attorneys’ and experts’ fees, among other remedies.

Related Agreements

Support Agreement

ChargePoint 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 ChargePoint Common Stock and ChargePoint Preferred Stock (voting on an as-converted basis) sufficient to approve the Business Combination on behalf of ChargePoint, 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 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 and the Written Consent Parties terminating the Support Agreement.

A&R Registration Rights Agreement

In connection with the Closing, that certain Registration Rights Agreement dated July 25, 2019 (the “IPO Registration Rights Agreement”) will be amended and restated and Switchback, certain persons and entities holding securities of Switchback prior to the Closing (the “Initial Holders”) and certain persons and entities receiving Class A Common Stock or instruments exercisable for Class A Common Stock in connection with the Merger (the “New Holders” and together with the Initial Holders, the “Registration Rights Holders”) will enter into that amended and restated IPO Registration Rights Agreement attached as an exhibit to the Business Combination Agreement (the “A&R Registration Rights Agreement”). Pursuant to the A&R Registration Rights Agreement, New ChargePoint will agree that, within 15 business days after the Closing, New ChargePoint will file with the SEC (at New ChargePoint’s sole cost and expense) a registration statement registering the resale of certain securities held by or issuable to the Initial Holders and the New Holders (the “Resale Registration Statement”), and New ChargePoint 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 Registration Rights Holders can demand up to four underwritten offerings 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 ChargePoint if it fails to satisfy any of its obligations under the A&R Registration Rights Agreement.

Lock-Up Agreements

Concurrently with ChargePoint entering into the Business Combination Agreement, certain stockholders of ChargePoint, whose ownership interests represent 92.2% of the outstanding ChargePoint Common Stock (voting on an as-converted basis) in the aggregate, have agreed, subject to certain customary exceptions, not to effect any (a) direct or indirect sale, assignment, encumbrance, pledge, hypothecation, disposition, loan or other transfer, or entry into any agreement with respect to any sale, assignment, encumbrance, pledge, hypothecation, disposition, loan or other transfer, with respect to any shares of Class A Common Stock held by them immediately after the Effective Time, including any shares of Class A Common Stock issuable upon the exercise of options or warrants to purchase shares of Class A Common Stock held by them immediately following the Closing or (b) publicly announce any intention to effect any transaction specified in clause (a), in each case, for six months after the Closing.

Founders Stock Letter

In connection with the execution of the Business Combination Agreement, the initial stockholders entered into a letter agreement (the “Founders Stock Letter”) with Switchback pursuant to which, among other things, the initial stockholders will, (a) subject to the satisfaction of the conditions to Closing set forth in the Business Combination Agreement, immediately prior to the Closing, surrender to Switchback, for no consideration and as

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a capital contribution to Switchback, 984,706 Founder Shares held by them (on a pro rata basis), whereupon such Founder Shares will be immediately cancelled and (b) upon and subject to the Closing, subject the 900,000 Founder Earn Back Shares (including any Class A Common Stock issued in exchange therefor in the Merger) held by them (on a pro rata basis) to potential forfeiture, which Founder Earn Back Shares will no longer be subject to potential forfeiture if the Closing VWAP of one share of Class A Common Stock quoted on the NYSE (or the exchange on which the shares of Class A Common Stock are then listed) is greater than or equal to $12.00 for any ten trading days within any 20 consecutive trading day period within the Earnout Period. The Founders Stock Letter also provides that our Sponsor will bear any Switchback Transaction Costs in excess of the Switchback Transaction Costs Cap, excluding any PIPE Financing Transaction Costs.

Proposed Second Amended and Restated Charter

Pursuant to the terms of the Business Combination Agreement, at the Closing, we will amend and restate, effective as of the Effective Time, our Charter to, among other things, (a) increase the number of authorized shares of Switchback’s capital stock, par value $0.0001 per share, from 221,000,000 shares, consisting of (i) 220,000,000 shares of Switchback Common Stock, including 200,000,000 shares of Class A Common Stock and 20,000,000 shares of Class B Common Stock and (ii) 1,000,000 shares of Switchback Preferred Stock, to 1,010,000,000 shares, consisting of (i) 1,000,000,000 shares of common stock and (ii) 10,000,000 shares of preferred stock, (b) provide that any director or the entire Switchback Board may be removed from office at any time, but only for cause and only by the affirmative vote of the holders of at least 66⅔% of the voting power of all then-outstanding shares of Switchback’s capital stock entitled to vote thereon, voting together as a single class, (c) require the affirmative vote of the holders of at least 66⅔% of the voting power of all then-outstanding shares of Switchback’s capital stock entitled to vote thereon, voting together as a single class, to amend, alter, change or repeal, or adopt any provision inconsistent with, any of Parts A and B of Article FOURTH, Articles FIFTH, SEVENTH, EIGHTH, NINTH, TENTH, ELEVENTH and TWELFTH of the Proposed Second A&R Charter, (d) require the affirmative vote of the holders of at least 66⅔% of the voting power of all then-outstanding shares of Switchback’s capital stock entitled to vote thereon, voting together as a single class, to adopt, amend or repeal any provision of Switchback’s bylaws, (e) to make certain other changes that the Switchback Board deems appropriate for a public operating company, including (i) eliminating certain provisions relating to an Initial Business Combination that will no longer be applicable to Switchback following the Closing, including provisions relating to (A) the Class B Common Stock, (B) redemption rights with respect to Class A Common Stock, (C) the Trust Account, (D) share issuances prior to the consummation of the Initial Business Combination, (E) transactions with affiliates and other blank check companies, (F) approval of the Initial Business Combination and (G) the minimum value of the target in the Initial Business Combination, (ii) to change the post-combination company’s name to “ChargePoint Holdings, Inc.” and (iii) removing the provision that Switchback elects to not be subject to Section 203 of the DGCL.

For more information about the amendments to our Charter, see the section entitled “Proposal Nos. 2 – 6 — The Charter Proposals.”

PIPE Financing

In connection with the execution of the Business Combination Agreement, on September 23, 2020, 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 to sell to the New PIPE Investors, an aggregate of 22,500,000 PIPE Shares for a purchase price of $10.00 per share and an aggregate purchase price of $225,000,000, 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 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 Closing.

Pursuant to the Subscription Agreements, Switchback agreed that, within 15 business days after the consummation of the Business Combination, New ChargePoint will file with the SEC (at New ChargePoint’s sole cost and expense) a registration statement registering the resale of the PIPE Shares (the “PIPE Resale Registration Statement”), and New ChargePoint will use its reasonable best efforts to have the PIPE Resale Registration Statement declared effective as soon as practicable after the filing thereof.

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

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Interests of Certain Persons in the Business Combination

Interests of ChargePoint Directors and Officers

In considering whether to adopt the Business Combination Agreement by executing and delivering a written consent, ChargePoint stockholders should be aware that aside from their interests as stockholders, ChargePoint’s officers and the members of the ChargePoint Board have interests in the Business Combination that are different from, or in addition to, those of other ChargePoint stockholders generally. ChargePoint stockholders should take these interests into account in deciding whether to approve the Business Combination.

These interests include, among other things, the fact that:

•        The following executive officers of ChargePoint may be appointed as executive officers of Switchback following the consummation of the Business Combination: Pasquale Romano, Michael Hughes, Rex Jackson, Colleen Jansen, Christopher Burghardt, William Loewenthal, Eric Sidle and Lawrence Lee;

•        The following members of the ChargePoint Board may be appointed as directors of Switchback following the consummation of the Business Combination: Pasquale Romano, Roxanne Bowman, Bruce Chizen, Neil Suslak, Michael Linse, Mark Leschly, G. Richard Wagoner, Jr., Axel Harries and Jeffrey Harris; and

•        The executive officers of ChargePoint and members of the ChargePoint Board are holders of, or affiliated with entities that are holders of, ChargePoint equity interests and in such capacity will be entitled to receive the consideration payable in the Business Combination to all holders of such equity interests.

Interests of Sponsor and Switchback Directors and Officers

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

•        the fact that our Sponsor holds 5,521,568 private placement warrants that would expire worthless if a Business Combination is not consummated;

•        the fact that our Sponsor, officers and directors have agreed not to redeem any of the shares of our common stock held by them in connection with a stockholder vote to approve the Business Combination;

•        the fact that our Sponsor paid an aggregate of $25,000 for the Founder Shares, including 120,000 Founder Shares which were subsequently transferred to our 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 $240,044,813, based on the closing price of our Class A Common Stock of $34.95 per share on December 16, 2020 (after giving effect to the forfeiture of Founder Shares contemplated by the Founders Stock Letter and not taking into account the Founder Earn Back Shares);

•        if the Trust Account is liquidated, including in the event we are unable to complete an Initial Business Combination within the required time period, our 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 our independent registered public accounting firm) for services rendered or products sold to us or (b) a prospective target business with which we have 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;

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•        the fact that our independent directors own an aggregate of 120,000 Founder Shares that were transferred from our Sponsor, which if unrestricted and freely tradeable would be valued at approximately $4,194,000, based on the closing price of our Class A Common Stock of $34.95 per share on December 16, 2020;

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

•        the fact that our Sponsor, officers and directors will lose their entire investment in us if an Initial Business Combination is not completed.

Reasons for the Approval of the Business Combination

After careful consideration, the Switchback Board recommends that our stockholders vote “FOR” the approval of the Business Combination Proposal and the ChargePoint Board recommends that its stockholders vote “FOR” the approval of the Business Combination Proposal.

For a more complete description of our 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.”

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

Redemption Rights

Under our Charter, holders of our Class A Common Stock may elect to have their shares redeemed for cash at the applicable redemption price per share equal to the quotient obtained by dividing (a) the aggregate amount on deposit in the Trust Account as of two business days prior to the consummation of the Business Combination, including interest not previously released to us to pay our franchise and income taxes, by (b) the total number of shares of Class A Common Stock issued in the IPO; provided that we will not redeem any public shares to the extent that such redemption would result in Switchback having net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) of less than $5,000,001. As of September 30, 2020, this would have amounted to $10.09 per share. Under our Charter, in connection with an Initial Business Combination, a public stockholder, together with any affiliate or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13(d)(3) of the Exchange Act), is restricted from seeking redemption rights with respect to more than 20% of the public shares. In order to determine whether a stockholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act) with any other stockholder, Switchback will require each public stockholder seeking to exercise redemption rights to certify to Switchback whether such stockholder is acting in concert or as a group with any other stockholder.

If a holder exercises its redemption rights, then such holder will be exchanging its shares of Class A Common Stock for cash and will no longer own shares of Class A Common Stock and will not participate in our future growth, if any. Such a holder will be entitled to receive cash for its public shares only if it properly demands redemption and delivers its shares (either physically or electronically) to our transfer agent in accordance with the procedures described herein. See the subsection entitled “Special Meeting of Switchback Stockholders — Redemption Rights” for the procedures to be followed if you wish to redeem your shares for cash.

Ownership of New ChargePoint After the Closing

We anticipate that, upon completion of the Business Combination, the ownership of New ChargePoint will be as follows:

•        the Historical Rollover Stockholders will own 217,478,394 shares of our Class A Common Stock, or approximately 78.2% of our outstanding Class A Common Stock;

•        the public stockholders will own 31,411,763 shares of our Class A Common Stock, or approximately 11.2% of our outstanding Class A Common Stock;

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•        the New PIPE Investors will own 22,500,000 shares of our Class A Common Stock, or approximately 8.1% of our outstanding Class A Common Stock; and

•        the initial stockholders will own 6,868,235 shares of our Class A Common Stock, or approximately 2.5% of our outstanding Class A Common Stock (which, for the avoidance of doubt, does not include shares of Class A Common Stock that will be issued to certain initial stockholders in connection with the PIPE Financing, which shares are reflected in the preceding bullet).

The number of shares and the interests set forth above (a) assume (i) that no public stockholders elect to have their public shares redeemed, (ii) a Closing Date of January 27, 2021, (iii) that there are no other issuances of equity interests of Switchback or ChargePoint and (iv) that there are no exercises of ChargePoint Options or ChargePoint 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 our public stockholders 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., 21,057,381 shares of Class A Common Stock are redeemed, and the assumptions set forth in the foregoing clauses (a)(ii)–(iv) and (b) remain true, the ownership of New ChargePoint upon the Closing will be as follows:

•        the Historical Rollover Stockholders will own 217,478,394 shares of our Class A Common Stock, or approximately 84.6% of our outstanding Class A Common Stock;

•        the public stockholders will own 10,354,382 shares of our Class A Common Stock, or approximately 4.0% of our outstanding Class A Common Stock;

•        the New PIPE Investors will own 22,500,000 shares of our Class A Common Stock, or approximately 8.7% of our outstanding Class A Common Stock; and

•        the initial stockholders will own 6,868,235 shares of our Class A Common Stock, or approximately 2.7% of our outstanding Class A Common Stock (which, for the avoidance of doubt, does not include shares of Class A Common Stock that will be issued to certain initial stockholders in connection with the PIPE Financing, which shares are reflected in the preceding bullet).

The ownership percentages with respect to New ChargePoint set forth above do not take into account Switchback Warrants that will remain outstanding immediately following the Business Combination, but do include the Founder Shares (including the Founder Earn Back Shares), after giving effect to the forfeiture of Founder Shares contemplated by the Founders Stock Letter, which will convert into 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 stockholders in New ChargePoint following the Business Combination will be different. For example, if we assume that all outstanding 10,470,587 public warrants and 5,521,568 private placement warrants were exercisable and exercised following completion of the Business Combination and further assume that no public stockholders 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 ChargePoint would be as follows:

•        the Historical Rollover Stockholders will own 217,478,394 shares of our Class A Common Stock, or approximately 73.9% of our outstanding Class A Common Stock;

•        the public stockholders will own 41,882,350 shares of our Class A Common Stock, or approximately 14.2% of our outstanding Class A Common Stock;

•        the New PIPE Investors will own 22,500,000 shares of our Class A Common Stock, or approximately 7.7% of our outstanding Class A Common Stock; and

•        the initial stockholders will own 12,389,803 shares of our Class A Common Stock, or approximately 4.2% of our outstanding Class A Common Stock (which, for the avoidance of doubt, does not include shares of Class A Common Stock that will be issued to certain initial stockholders in connection with the PIPE Financing, which shares are reflected in the preceding bullet).

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The Switchback Warrants will become exercisable 30 days after the completion of an Initial Business Combination 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 (i) that no public stockholders elect to have their public shares redeemed, (ii) a Closing Date of January 27, 2021, (iii) that there are no other issuances of equity interests of Switchback or ChargePoint, (iv) the issuance of all 71,803,112 shares of Class A Common Stock that will be reserved in respect of New ChargePoint options issued in exchange for outstanding pre-merger ChargePoint Options and in respect of New ChargePoint warrants issued in exchange for outstanding pre-merger ChargePoint Warrants and (v) the issuance of all Earnout Shares 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 ChargePoint would be as follows:

•        the Historical Rollover Stockholders will own 316,281,506 shares of our Class A Common Stock, or approximately 83.9% of our outstanding Class A Common Stock;

•        the public stockholders will own 31,411,763 shares of our Class A Common Stock, or approximately 8.3% of our outstanding Class A Common Stock;

•        the New PIPE Investors will own 22,500,000 shares of our Class A Common Stock, or approximately 6.0% of our outstanding Class A Common Stock; and

•        the initial stockholders will own 6,868,235 shares of our Class A Common Stock, or approximately 1.8% of our outstanding Class A Common Stock (which, for the avoidance of doubt, does not include shares of Class A Common Stock that will be issued to certain initial stockholders in connection with the PIPE Financing, which shares are reflected in the preceding bullet).

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

Board of Directors of New ChargePoint Following the Business Combination

Assuming the Director Election Proposal is approved at the special meeting, we expect the New ChargePoint Board to be comprised of Pasquale Romano, Roxanne Bowman, Bruce Chizen, Axel Harries, Jeffrey Harris, Mark Leschly, Michael Linse, Neil Suslak and G. Richard Wagoner, Jr.

Expected Accounting Treatment

The Business Combination will be accounted for as a reverse recapitalization under accounting principles generally accepted in the United States of America (“U.S. GAAP”). Under this method of accounting, Switchback will be treated as the “acquired” company for financial reporting purposes. See the subsection entitled “The Business Combination — Expected Accounting Treatment.”

Appraisal Rights

Appraisal Rights of Switchback Stockholders

Appraisal rights are not available to holders of shares of Class A Common Stock and Class B Common Stock in connection with the Business Combination.

Appraisal Rights of ChargePoint Stockholders

Under Section 262 of the DGCL, holders of shares of ChargePoint Common Stock or ChargePoint Preferred Stock who do not consent to the adoption of the Business Combination Agreement and who otherwise follow the procedures set forth in Section 262 of the DGCL will be entitled to have their shares appraised by the Delaware Court of Chancery and to receive payment in cash of the “fair value” of the shares, exclusive of any element of value arising from the accomplishment or expectation of the Business Combination, together with interest, if any, to be paid on the

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amount determined to be “fair value.” ChargePoint stockholders that are considering seeking appraisal should be aware that the “fair value” of their shares as so determined could be more than, the same as or less than the consideration they would receive pursuant to the Business Combination Agreement if they did not seek appraisal of their shares.

Any holder of shares of ChargePoint Common Stock or ChargePoint Preferred Stock wishing to exercise appraisal rights must, within 20 days after the date of mailing of the notice of their right to demand appraisal, make a written demand for the appraisal of the stockholder’s shares to ChargePoint, and that stockholder must not submit a written consent approving the adoption of the Business Combination Agreement. Failure to follow the procedures specified under Section 262 of the DGCL may result in the loss of appraisal rights. See “The Business Combination — Appraisal Rights — Appraisal Rights of ChargePoint Stockholders” and Section 262 of the DGCL attached to this proxy statement/prospectus/consent solicitation statement as Annex E.

Other Switchback Proposals

In addition to the proposal to approve and adopt the Business Combination Agreement and the Business Combination, our stockholders will be asked to vote on proposals to amend and restate our Charter to, among other things, (a) increase the number of authorized shares of Switchback’s capital stock, par value $0.0001 per share, from 221,000,000 shares, consisting of (i) 220,000,000 shares of Switchback Common Stock, including 200,000,000 shares of Class A Common Stock and 20,000,000 shares of Class B Common Stock and (ii) 1,000,000 shares of Switchback Preferred Stock, to 1,010,000,000 shares, consisting of (i) 1,000,000,000 shares of common stock and (ii) 10,000,000 shares of preferred stock, (b) to make certain other changes that the Switchback Board deems appropriate for a public operating company, including (i) eliminating certain provisions relating to an Initial Business Combination that will no longer be applicable to Switchback following the Closing, including provisions relating to (A) the Class B Common Stock, (B) redemption rights with respect to Class A Common Stock, (C) the Trust Account, (D) share issuances prior to the consummation of the Initial Business Combination, (E) transactions with affiliates and other blank check companies, (F) approval of the Initial Business Combination and (G) the minimum value of the target in the Initial Business Combination, (ii) to change the post-combination company’s name to “ChargePoint Holdings, Inc.” and (iii) removing the provision that Switchback elects to not be subject to Section 203 of the DGCL. A copy of the Proposed Second A&R Charter reflecting the proposed amendments pursuant to the Authorized Share Charter Proposal, the Director Removal Charter Proposal, the Charter Amendment Charter Proposal, the Bylaw Amendment Charter Proposal and the Additional Charter Proposal is attached to this proxy statement/prospectus/consent solicitation statement as Annex B. For more information about the Charter Proposals, see the section entitled “Proposal Nos. 2 – 6 — The Charter Proposals.”

In addition, our stockholders will be asked to vote on (a) a proposal to approve, for purposes of complying with applicable NYSE listing rules, (i) the issuance of up to an aggregate of 250,000,000 shares of Class A Common Stock to the Historical Rollover Stockholders and the Eligible ChargePoint Equityholders in connection with the Business Combination, (ii) the issuance and sale to the New PIPE Investors of 22,500,000 shares of Class A Common Stock in the PIPE Financing, which shall occur substantially concurrently with, and is contingent upon, the consummation of the transactions contemplated by the Business Combination Agreement and (iii) the issuance of up to 71,803,112 shares of Class A Common Stock that may be reserved for issuance in respect of New ChargePoint options issued in exchange for outstanding pre-merger ChargePoint Options and in respect of New ChargePoint warrants issued in exchange for outstanding pre-merger ChargePoint Warrants, (b) a proposal to approve and adopt the 2021 Plan, (c) a proposal to approve and adopt the ESPP, (d) a proposal to elect, effective immediately after the Effective Time, three directors to serve until the 2021 annual meeting of stockholders, three directors to serve until the 2022 annual meeting of stockholders and three directors to serve until the 2023 annual meeting of stockholders, and until their respective successors are duly elected and qualified, subject to such directors’ earlier death, resignation, retirement, disqualification or removal and (e) a proposal to approve the adjournment of the special 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 Charter Proposals, the NYSE Proposal, the 2021 Plan Proposal, the ESPP Proposal or the Director Election Proposal.

See the sections entitled “Proposal No. 7 — The NYSE Proposal,” “Proposal No. 8 — The 2021 Plan Proposal,” “Proposal No. 9 — The ESPP Proposal,” “Proposal No. 10 — The Director Election Proposal” and “Proposal No. 11 — The Adjournment Proposal” for more information.

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Date, Time and Place of Special Meeting

The special meeting will be held at 10 a.m., Eastern time, on February 11, 2021, via live webcast at the following address: https://www.cstproxy.com/switchbackenergy/sm2021, or such other date, time and place to which such meeting may be adjourned or postponed, to consider and vote upon the Proposals.

Voting Power; Record Date

You will be entitled to vote or direct votes to be cast at the virtual special meeting if you owned shares of Class A Common Stock or Class B Common Stock at the close of business on December 16, 2020, which is the record date for the special meeting. You are entitled to one vote for each share of Class A Common Stock or Class B Common Stock 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 39,264,704 shares of Class A Common Stock and Class B Common Stock outstanding in the aggregate, of which 31,411,763 were public shares and 7,852,941 were Founder Shares held by the initial stockholders.

ChargePoint Solicitation of Written Consents

Purpose of the Consent Solicitation; Recommendation of the ChargePoint Board

The ChargePoint Board is providing this proxy statement/prospectus/consent solicitation statement to ChargePoint stockholders. ChargePoint stockholders are being asked to adopt and approve the Business Combination Proposal by executing and delivering the written consent furnished with this proxy statement/prospectus/consent solicitation statement.

After consideration, the ChargePoint Board unanimously approved and declared advisable the Business Combination Agreement and the Business Combination, upon the terms and conditions set forth in the Business Combination Agreement, and unanimously determined that the Business Combination Agreement and the transactions contemplated thereby are in the best interests of ChargePoint and its stockholders. The ChargePoint Board unanimously recommends that ChargePoint’s stockholders approve the Business Combination Proposal.

ChargePoint Stockholders Entitled to Consent

Only ChargePoint stockholders of record as of the close of business on December 28, 2020, the ChargePoint Record Date, will be entitled to execute and deliver a written consent. As of the close of business on the ChargePoint Record Date, there were 21,805,601 shares of ChargePoint Common Stock outstanding and 183,558,355 shares of ChargePoint Preferred Stock outstanding, consisting of 29,126 shares of ChargePoint Series A Preferred Stock, 130,590 shares of ChargePoint Series B Preferred Stock, 45,376 shares of ChargePoint Series C Preferred Stock, 44,458,421 shares of ChargePoint Series D Preferred Stock, 21,846,428 shares of ChargePoint Series E Preferred Stock, 23,691,925 shares of ChargePoint Series F Preferred Stock, 28,630,981 shares of ChargePoint Series G Preferred Stock, 42,298,202 shares of ChargePoint Series H Preferred Stock and 22,427,306 shares of ChargePoint Series H-1 Preferred Stock in each case entitled to execute and deliver written consents with respect to the Business Combination Proposal. All shares of ChargePoint Preferred Stock vote on an as-converted to common stock basis. As of the ChargePoint Record Date, each outstanding share of ChargePoint Series A Preferred Stock was convertible into 48.25 shares of ChargePoint Common Stock, each outstanding share of ChargePoint Series B Preferred Stock was convertible into 42.92 shares of ChargePoint Common Stock, each outstanding share of ChargePoint Series C Preferred Stock was convertible into 73.44 shares of ChargePoint Common Stock, each outstanding share of ChargePoint Series H-1 Preferred Stock was convertible into 1.04 shares of ChargePoint Common Stock and all other series of ChargePoint Preferred Stock were convertible into one share of ChargePoint Common Stock. Each holder of ChargePoint Common Stock is entitled to one vote for each share of ChargePoint Common Stock held as of the ChargePoint Record Date. Each holder of ChargePoint Preferred Stock is entitled to a number of votes equal to the number of shares of ChargePoint Common Stock into which the shares of ChargePoint Preferred Stock held by such holder could be converted as of the ChargePoint Record Date.

Written Consents; Required Written Consents

The approval of the Business Combination Proposal requires the affirmative vote or consent of the holders of (a) a majority of the outstanding shares of the ChargePoint Common Stock and ChargePoint Preferred Stock (on

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an as-converted basis), voting together as a single class, (b) a majority of the outstanding shares of the ChargePoint Preferred Stock, voting together as a single class on an as-converted basis, (c) two-thirds of the outstanding shares of the ChargePoint Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock (voting together as a single class on an as-converted basis), (d) two-thirds of the outstanding shares of the ChargePoint Series D Preferred Stock, (e) a majority of the outstanding shares the ChargePoint Series E Preferred Stock, Series F Preferred Stock and Series G Preferred Stock (voting together as a single class on an as-converted basis), (f) a majority of the outstanding shares of the ChargePoint Series H Preferred Stock (including the approval of certain holders of Series H Preferred Stock) and (g) a majority of the outstanding shares of the ChargePoint Series H-1 Preferred Stock.

Following the execution of the Business Combination Agreement, ChargePoint delivered to Switchback the Support Agreement, pursuant to which, among other things, the Written Consent Parties, whose ownership interests collectively represent the outstanding ChargePoint Common Stock and ChargePoint Preferred Stock (voting on an as-converted basis) sufficient to approve the Business Combination on behalf of ChargePoint, will agree to support the approval and adoption of the transactions contemplated by the Business Combination Agreement, including agreeing to execute and deliver a written consent within 48 hours of the Registration Statement becoming effective. The Support Agreement will terminate upon the earlier to occur of: (a) the 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 and the Written Consent Parties terminating the Support Agreement.

Interests of Certain Persons in the Business Combination

In considering whether to adopt the Business Combination Agreement by executing and delivering the written consent, ChargePoint stockholders should be aware that aside from their interests as stockholders, ChargePoint’s officers and members of the ChargePoint Board have interests in the Business Combination that are different from, or in addition to, those of other ChargePoint stockholders generally. ChargePoint stockholders should take these interests into account in deciding whether to approve the Business Combination. For additional information please see the subsection entitled “The Business Combination — Interests of Certain Persons in the Business Combination — Interests of ChargePoint Directors and Officers.”

Submission of Written Consents

You may consent to the Business Combination Proposal with respect to your shares of ChargePoint capital stock by completing, dating and signing the written consent enclosed with this proxy statement/prospectus/consent solicitation statement and returning it to ChargePoint by the consent deadline.

If you hold shares of ChargePoint capital stock as of the close of business on the ChargePoint Record Date and you wish to give your written consent, you must fill out the enclosed written consent, date and sign it, and promptly return it to ChargePoint. Once you have completed, dated and signed the written consent, you may deliver it to ChargePoint by emailing a .pdf copy to cplegal@chargepoint.com and chargepoint_solicitation@gunder.com or by mailing your written consent to ChargePoint, Inc., 240 East Hacienda Avenue, Campbell, CA 95008, Attention: Chief Legal Officer.

ChargePoint has set February 10, 2021 as the consent deadline. ChargePoint reserves the right to extend the consent deadline beyond February 10, 2021. Any such extension may be made without notice to ChargePoint’s stockholders.

ChargePoint stockholders should not send stock certificates with their written consents. After the transaction is completed, a letter of transmittal and written instructions for the surrender of ChargePoint stock certificates or electronic certificates, as applicable, will be mailed to ChargePoint stockholders. Do not send in your certificates now.

Executing Written Consents; Revocation of Written Consents

You may execute a written consent to approve the Business Combination Proposal (which is equivalent to a vote for such proposal). If you do not return your written consent, it will have the same effect as a vote against the Business Combination Proposal. If you are a record holder of shares of ChargePoint Common Stock and/or Preferred Stock and you return a signed written consent, you will have given your consent to approve the Business Combination Proposal.

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Your consent to the Business Combination Proposal may be changed or revoked at any time before the consent deadline. If you wish to change or revoke your consent before the consent deadline, you may do so by delivering a notice of revocation, by emailing a .pdf copy of such notice to cplegal@chargepoint.com and chargepoint_solicitation@gunder.com or by mailing a copy of such notice to ChargePoint, Inc., 240 East Hacienda Avenue, Campbell, CA 95008, Attention: Chief Legal Officer.

Solicitation of Written Consents; Expenses

The expense of preparing, printing and mailing these consent solicitation materials is being borne by ChargePoint. Officers and employees of ChargePoint may solicit consents by telephone and personally, in addition to solicitation by mail. These persons will receive their regular compensation but no special compensation for soliciting consents.

Assistance

If you need assistance in completing your written consent or have questions regarding the consent solicitation, please contact cplegal@chargepoint.com and chargepoint_solicitation@gunder.com.

Proxy Solicitation

Proxies may be solicited by mail. We have engaged Morrow Sodali LLC to assist in the solicitation of proxies. If a stockholder grants a proxy, it may still vote its shares online if it revokes its proxy before the special meeting. A stockholder may also change its vote by submitting a later-dated proxy as described in the subsection entitled “Special Meeting of Switchback Stockholders — Revoking Your Proxy.”

Quorum and Required Vote for Proposals for the Special Meeting

A quorum of our stockholders is necessary to hold a valid meeting. A quorum will be present at the special meeting if holders of a majority of the shares of our Class A Common Stock and Class B Common Stock entitled to vote thereat attend virtually or are represented by proxy at the special meeting. Abstentions will count as present for the purposes of establishing a quorum.

The approval of the Business Combination Proposal, the NYSE Proposal, the 2021 Plan Proposal, the ESPP Proposal and the Adjournment Proposal requires the affirmative vote (online or by proxy) of the holders of a majority of the shares of Class A Common Stock and Class B Common Stock entitled to vote and actually cast thereon at the special meeting, voting as a single class. Approval of the Charter Proposals requires the affirmative vote (online or by proxy) of the holders of a majority of the shares of Class A Common Stock and Class B Common Stock entitled to vote thereon at the special meeting, voting as a single class. Accordingly, a stockholder’s failure to vote (online or by proxy) at the special meeting will have no effect on the outcome of any vote on the Business Combination Proposal, the NYSE Proposal, the 2021 Plan Proposal, the ESPP Proposal or the Adjournment Proposal, but will have the same effect as a vote AGAINST the Charter Proposals.

Approval of the election of each director nominee pursuant to the Director Election Proposal requires the affirmative vote (online or by proxy) of a plurality of the votes cast by holders of our Class A Common Stock and Class B Common Stock entitled to vote and actually cast thereon at the special meeting. This means that the nine director nominees will be elected if they receive more affirmative votes than any other nominee for the same position. Stockholders may not cumulate their votes with respect to the election of directors. Assuming a valid quorum is established, abstentions will have no effect on the Director Election Proposal.

The Closing is conditioned on the approval of the Business Combination Proposal, the Charter Proposals and the NYSE Proposal at the special meeting. The Charter Proposals, the 2021 Plan Proposal, the ESPP Proposal and the Director Election Proposal are conditioned on the approval of the Business Combination Proposal and the NYSE Proposal. The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in this proxy statement/prospectus/consent solicitation statement.

Recommendation to Switchback Stockholders

The Switchback Board believes that each of the Business Combination Proposal, the Authorized Share Charter Proposal, the Director Removal Charter Proposal, the Charter Amendment Charter Proposal, the Bylaw Amendment Charter Proposal, the Additional Charter Proposal, the NYSE Proposal, the 2021 Plan Proposal, the ESPP

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Proposal, the Director Election Proposal and the Adjournment Proposal is in the best interests of Switchback and our stockholders and recommends that our stockholders vote “FOR” each Proposal (or in the case of the Director Election Proposal, “FOR ALL NOMINEES”) being submitted to a vote of the stockholders at the special meeting. For more information, see the sections entitled “Proposal Nos. 2 – 6 — The Charter Proposals,” “Proposal No. 7 — The NYSE Proposal,” “Proposal No. 8 — The 2021 Plan Proposal,” “Proposal No. 9 — The ESPP Proposal,” “Proposal No. 10 — The Director Election Proposal” and “Proposal No. 11 — 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 stockholders, our Sponsor and certain of our directors and officers have interests in the Business Combination that are different from, or in addition to, your interests as a stockholder. 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/consent solicitation statement, you should carefully read this proxy statement/prospectus/consent solicitation statement, including the annexes, and especially consider the factors discussed in the section entitled “Risk Factors.” Some of the risks related to ChargePoint’s business and industry and the Business Combination are summarized below.

•        ChargePoint is an early stage company with a history of losses, and expects to incur significant expenses and continuing losses for the near term.

•        ChargePoint currently faces competition from a number of companies, particularly in Europe, and expects to face significant competition in the future as the market for EV charging develops.

•        ChargePoint faces risks related to health pandemics, including the recent coronavirus pandemic, which could have a material adverse effect on its business and results of operations.

•        ChargePoint relies on a limited number of suppliers and manufacturers for its charging stations. A loss of any of these partners could negatively affect its business.

•        ChargePoint is expanding operations internationally, which will expose it to additional tax, compliance, market and other risks.

•        Some members of ChargePoint’s management have limited experience in operating a public company.

•        ChargePoint may need to raise additional funds and these funds may not be available when needed.

•        ChargePoint’s future revenue growth will depend in significant part on its ability to increase sales of its products and services to fleet operators.

•        ChargePoint’s future growth and success is highly correlated with and thus dependent upon the continuing rapid adoption of EVs for passenger and fleet applications.

•        The EV market currently benefits from the availability of rebates, tax credits and other financial incentives from governments, utilities and others to offset the purchase or operating cost of EVs and EV charging stations.

•        ChargePoint’s business may be adversely affected if it is unable to protect its technology and intellectual property from unauthorized use by third parties.

•        If ChargePoint is unable to remediate the material weaknesses in its internal control over financial reporting, or if ChargePoint identifies additional material weaknesses in the future or otherwise fails to maintain an effective system of internal control over financial reporting, this may result in material misstatements of ChargePoint’s consolidated financial statements or failure to meet its periodic reporting obligations.

•        Concentration of ownership among ChargePoint’s existing executive officers, directors and their affiliates may prevent new investors from influencing significant corporate decisions.

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•        Our initial stockholders have agreed to vote in favor of the business combination, regardless of how our public stockholders vote.

•        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.

•        Legal proceedings in connection with the Business Combination, the outcomes of which are uncertain, could delay or prevent the completion of the Business Combination.

•        The Switchback Board did not obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination.

•        A significant portion of our total outstanding shares are restricted from immediate resale but may be sold into the market in the near future. This could cause the market price of our Class A Common Stock to drop significantly, even if our business is doing well.

•        Our stockholders will have a reduced ownership and voting interests after the Business Combination and will exercise less influence over management.

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SELECTED HISTORICAL FINANCIAL DATA OF CHARGEPOINT

The selected historical consolidated statements of operations data of ChargePoint for the years ended January 31, 2020, 2019 and 2018 and the historical consolidated balance sheet data as of January 31, 2020 and 2019 are derived from ChargePoint’s audited consolidated financial statements included elsewhere in this proxy statement/prospectus/consent solicitation statement. The selected historical condensed consolidated statements of operations data of ChargePoint for the nine months ended October 31, 2020 and 2019 and the condensed consolidated balance sheet data as of October 31, 2020 are derived from ChargePoint’s unaudited interim condensed consolidated financial statements included elsewhere in this proxy statement/prospectus/consent solicitation statement. In ChargePoint’s management’s opinion, the unaudited interim condensed consolidated financial statements include all adjustments necessary to state fairly ChargePoint’s financial position as of October 31, 2020 and the condensed consolidated results of operations for the nine months ended October 31, 2020 and 2019.

ChargePoint’s historical results are not necessarily indicative of the results that may be expected in the future and ChargePoint’s results for the nine months ended October 31, 2020 are not necessarily indicative of the results that may be expected for the full year ending January 31, 2021 or 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 ChargePoint” and “Information about ChargePoint” and the consolidated financial statements, and the notes related thereto, which are included elsewhere in this proxy statement/prospectus/consent solicitation statement.

 

Nine Months Ended
October 31,

 

Year Ended January 31,

   

2020

 

2019

 

2020

 

2019

 

2018

       

(in thousands, except share and per share data)

Revenue

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Networked charging systems

 

$

63,591

 

 

$

71,139

 

 

$

101,012

 

 

$

61,338

 

 

$

45,666

 

Subscriptions

 

 

29,597

 

 

 

21,065

 

 

 

28,930

 

 

 

22,504

 

 

 

12,818

 

Other

 

 

10,910

 

 

 

9,067

 

 

 

14,573

 

 

 

8,188

 

 

 

3,378

 

Total revenue

 

 

104,098

 

 

 

101,271

 

 

 

144,515

 

 

 

92,030

 

 

 

61,862

 

Cost of revenue

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Networked charging systems

 

 

61,406

 

 

 

77,884

 

 

 

105,940

 

 

 

59,928

 

 

 

29,395

 

Subscriptions

 

 

14,547

 

 

 

11,518

 

 

 

16,244

 

 

 

10,441

 

 

 

7,968

 

Other

 

 

4,100

 

 

 

2,664

 

 

 

4,289

 

 

 

2,157

 

 

 

1,534

 

Total cost of revenue

 

 

80,053

 

 

 

92,066

 

 

 

126,473

 

 

 

72,526

 

 

 

38,897

 

Gross profit

 

 

24,045

 

 

 

9,205

 

 

 

18,042

 

 

 

19,504

 

 

 

22,965

 

Operating expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Research and development

 

 

54,071

 

 

 

50,232

 

 

 

69,464

 

 

 

50,510

 

 

 

42,746

 

Sales and marketing

 

 

37,301

 

 

 

41,231

 

 

 

56,997

 

 

 

56,411

 

 

 

41,868

 

General and administrative

 

 

18,345

 

 

 

17,651

 

 

 

23,945

 

 

 

17,870

 

 

 

12,034

 

Total operating expenses

 

 

109,717

 

 

 

109,114

 

 

 

150,406

 

 

 

124,791

 

 

 

96,648

 

Loss from operations

 

 

(85,672

)

 

 

(99,909

)

 

 

(132,364

)

 

 

(105,287

)

 

 

(73,683

)

Interest income

 

 

298

 

 

 

2,737

 

 

 

3,245

 

 

 

1,402

 

 

 

375

 

Interest expense

 

 

(2,443

)

 

 

(2,681

)

 

 

(3,544

)

 

 

(3,690

)

 

 

(2,496

)

Change in fair value of redeemable
convertible preferred stock warrant
liability

 

 

(18,301

)

 

 

(656

)

 

 

(875

)

 

 

(388

)

 

 

737

 

Other income (expense), net

 

 

46

 

 

 

90

 

 

 

(565

)

 

 

(5

)

 

 

(349

)

Net loss before income taxes

 

 

(106,072

)

 

 

(100,419

)

 

 

(134,103

)

 

 

(107,968

)

 

 

(75,416

)

Provision for income taxes

 

 

203

 

 

 

98

 

 

 

224

 

 

 

119

 

 

 

62

 

Net loss

 

$

(106,275

)

 

$

(100,517

)

 

$

(134,327

)

 

$

(108,087

)

 

$

(75,478

)

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Nine Months Ended
October 31,

 

Year Ended January 31,

   

2020

 

2019

 

2020

 

2019

 

2018

       

(in thousands, except share and per share data)

Accretion of beneficial conversion feature of redeemable convertible preferred stock

 

 

(60,377

)

 

 

 

 

 

 

 

 

 

 

 

 

Cumulative undeclared dividends on redeemable convertible preferred stock

 

 

(3,960

)