UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): February 25, 2021
Switchback Energy Acquisition Corporation
(Exact name of registrant as specified in its charter)
| Delaware | 001-39004 | 84-1747686 | ||
| (State or other jurisdiction | (Commission File Number) | (I.R.S. Employer | ||
| of incorporation) | Identification No.) |
|
5949 Sherry Lane, Suite 1010 Dallas, TX |
75225 | |
| (Address of principal executive offices) | (Zip Code) |
(214) 368-0821
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Units, each consisting of one share of Class A common stock and one-third of one warrant | SBE.U | The New York Stock Exchange | ||
| Class A common stock, par value $0.0001 per share | SBE | The New York Stock Exchange | ||
| Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share | SBE WS | The New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07. Submission of Matters to a Vote of Security Holders.
On February 11, 2021, Switchback Energy Acquisition Corporation, a Delaware corporation (the “Company”), originally convened a special meeting of stockholders (the “Special Meeting”). Switchback adjourned the Special Meeting in order to provide stockholders who had not voted with additional time to vote. The reconvened Special Meeting (the “Reconvened Meeting”) was held on February 25, 2021. At the Reconvened Meeting, the Company’s stockholders voted on the proposals set forth below, each of which is described in greater detail in the definitive proxy statement/prospectus/consent solicitation statement (File No. 333-249549) filed by the Company with the Securities and Exchange Commission on January 8, 2021.
There were 39,264,704 shares of common stock issued and outstanding on December 16, 2020, the record date (the “Record Date”) for the Special Meeting and the Reconvened Meeting. At the Reconvened Meeting, there were 22,867,337 shares present either by proxy or online, representing approximately 58.2% of the total outstanding shares of the Company’s common stock as of the Record Date, which constituted a quorum.
A summary of the voting results for each proposal is set forth below.
Proposal No. 1 – The Business Combination Proposal
The Business Combination Agreement and Plan of Reorganization, dated as of September 23, 2020 (the “Business Combination Agreement”), among the Company, Lightning Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“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 the Company (the “Business Combination”), was approved and adopted, and the merger and all other transactions contemplated by the Business Combination were approved. The voting results were as follows:
| Votes For | Votes Against | Abstentions | ||
| 22,767,895 | 31,201 | 68,241 |
Proposal No. 2 – The Authorized Share Charter Proposal
The amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Charter”) to increase the number of authorized shares of the Company’s capital stock, par value $0.0001 per share, from (a) 221,000,000 shares, consisting of (i) 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 (ii) 1,000,000 shares of preferred stock, par value $0.0001 per share (the “Preferred Stock”), to (b) 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 was approved. The voting results were as follows:
| Votes For | Votes Against | Abstentions | ||
| 21,883,241 | 593,793 | 390,303 |
Proposal No. 3 – The Director Removal Charter Proposal
The amendment to the Charter to provide that any director or the entire board of directors of the Company (the “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 the Company’s capital stock entitled to vote thereon, voting together as a single class, was approved. The voting results were as follows:
| Votes For | Votes Against | Abstentions | ||
| 21,803,014 | 756,743 | 307,580 |
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Proposal No. 4 – The Charter Amendment Charter Proposal
The amendment to the Charter to require the affirmative vote of the holders of at least 66⅔% of the voting power of all then-outstanding shares of the Company’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 Company’s proposed second amended and restated certificate of incorporation was approved. The voting results were as follows:
| Votes For | Votes Against | Abstentions | ||
| 21,811,515 | 706,116 | 349,706 |
Proposal No. 5 – The Bylaw Amendment Charter Proposal
The amendment to the Charter to require the affirmative vote of the holders of at least 66⅔% of the voting power of all then-outstanding shares of the Company’s capital stock entitled to vote thereon, voting together as a single class, to adopt, amend or repeal any provision of the Company’s bylaws was approved. The voting results were as follows:
| Votes For | Votes Against | Abstentions | ||
| 21,799,747 | 708,718 | 358,872 |
Proposal No. 6 – The Additional Charter Proposal
The amendment to the Charter to make certain changes that the Board deems appropriate for a public operating company, including (a) eliminating provisions in the Charter relating to the Company’s initial business combination that will no longer be applicable to the Company following the closing of the Business Combination, 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 the Company elects to not be subject to Section 203 of the Delaware General Corporation Law was approved. The voting results were as follows:
| Votes For | Votes Against | Abstentions | ||
| 21,945,676 | 502,889 | 418,772 |
Proposal No. 7 – The NYSE Proposal
The 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 the 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 ChargePoint Holdings, Inc. options issued in exchange for outstanding pre-merger ChargePoint options and in respect of ChargePoint Holdings, Inc. warrants issued in exchange for outstanding pre-merger ChargePoint warrants was approved. The voting results were as follows:
| Votes For | Votes Against | Abstentions | ||
| 22,617,164 | 28,911 | 221,262 |
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Proposal No. 8 – The 2021 Plan Proposal
The ChargePoint Holdings, Inc. 2021 Equity Incentive Plan and the material terms thereunder were approved and adopted. The voting results were as follows:
| Votes For | Votes Against | Abstentions | ||
| 21,186,286 | 1,249,759 | 431,292 |
Proposal No. 9 – The ESPP Proposal
The ChargePoint Holdings, Inc. 2021 Employee Stock Purchase Plan and the material terms thereunder were approved and adopted. The voting results were as follows:
| Votes For | Votes Against | Abstentions | ||
| 21,227,905 | 1,236,207 | 403,225 |
Proposal No. 10 – The Director Election Proposal
The Company’s stockholders elected, effective immediately after the effective time of the merger, Roxanne Bowman, Axel Harries and Neil Suslak to serve as Class I directors until the Company’s 2021 annual meeting of stockholders, Jeffrey Harris, Mark Leschly and G. Richard Wagoner, Jr. to serve as Class II directors until the Company’s 2022 annual meeting of stockholders and Bruce Chizen, Michael Linse and Pasquale Romano to serve as Class III directors until the Company’s 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 voting results were as follows:
| Nominee | Votes For | Withheld | ||||||
| Roxanne Bowman | 22,588,620 | 278,717 | ||||||
| Axel Harries | 22,583,464 | 283,873 | ||||||
| Neil Suslak | 22,583,301 | 284,036 | ||||||
| Jeffrey Harris | 22,586,351 | 280,986 | ||||||
| Mark Leschly | 22,578,261 | 289,076 | ||||||
| G. Richard Wagoner, Jr. | 22,578,117 | 289,220 | ||||||
| Bruce Chizen | 22,570,937 | 296,400 | ||||||
| Michael Linse | 22,525,722 | 341,615 | ||||||
| Pasquale Romano | 22,583,128 | 284,209 | ||||||
Proposal No. 11 – The Adjournment Proposal
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 other proposals was approved. The voting results were as follows:
| Votes For | Votes Against | Abstentions | ||
| 22,341,212 | 144,439 | 381,686 |
Item 8.01. Other Events.
Stockholders holding 33,009 shares of Class A Common Stock exercised their right to redeem such shares for a pro rata portion of the funds in the Company’s trust account (the “Trust Account”). As a result, approximately $333,060 (or approximately $10.09 per share) will be removed from the Trust Account to pay such holders.
On February 25, 2021, the Company issued a press release announcing the results of the Reconvened Meeting. A copy of the press release is filed as Exhibit 99.1 hereto.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits. |
| Exhibit No. | Exhibit | |
| 99.1 | Press Release dated February 25, 2021. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
| Dated: February 25, 2021 | ||
| SWITCHBACK ENERGY ACQUISITION CORPORATION | ||
| By: | /s/ Jim Mutrie | |
| Name: | Jim Mutrie | |
| Title: | Chief Commercial Officer, General Counsel and Secretary | |
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Exhibit 99.1
Switchback Energy Acquisition Corporation Announces Stockholder Approval of Proposed Combination with ChargePoint, Inc.
Dallas, Texas – February 25, 2021 – Switchback Energy Acquisition Corporation (NYSE: SBE) (“Switchback”) announced that at a Special Meeting of stockholders held today, Switchback’s stockholders voted in favor of the proposed business combination (the “Business Combination”) with ChargePoint, Inc. (“ChargePoint”), a leading electric vehicle (“EV”) charging network. The completion of the Business Combination is expected to occur tomorrow, February 26, 2021, subject to the satisfaction or waiver of customary closing conditions. Following the closing of the Business Combination, the combined company will be renamed “ChargePoint Holdings, Inc.” and it is anticipated that on March 1, 2021, the ticker symbol of its shares of common stock and warrants, which are listed on the New York Stock Exchange, will be changed to “CHPT” and “CHPT WS,” respectively.
Additional Information on the Business Combination and Where to Find It
In connection with the proposed Business Combination, Switchback filed a Registration Statement with the Securities and Exchange Commission (the “SEC”), which includes a proxy statement/prospectus of Switchback and a consent solicitation statement of ChargePoint. The Registration Statement has been declared effective by the SEC. Switchback’s stockholders and other interested persons are advised to read the definitive proxy statement/prospectus/consent solicitation statement (including all amendments and supplements thereto) and other documents relating to the Business Combination filed with the SEC as these materials contain important information about Switchback, ChargePoint and the Business Combination. Stockholders may obtain copies of the definitive proxy statement/prospectus/consent solicitation statement and other documents filed with the SEC, without charge, at the SEC’s web site at www.sec.gov.
About Switchback
Switchback is a special purpose acquisition company and was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses in the energy value chain. Switchback is sponsored by NGP Switchback, LLC, which is owned by a private investment fund advised by NGP Energy Capital Management, L.L.C. and the management team of Switchback. Switchback began trading on the NYSE in July 2019 and its common stock, units and warrants trade under the ticker symbols SBE, SBE.U and SBE.WS, respectively. For more information, please visit www.switchback-energy.com.
About ChargePoint
ChargePoint is creating the new fueling network to move all people and goods on electricity. Since 2007, ChargePoint has been committed to making it easy for businesses and drivers to go electric with one of the largest EV charging networks and most complete portfolio of charging solutions available today. ChargePoint’s cloud subscription platform and software-defined AC level 2 and DC fast charging hardware are designed to include options for every charging scenario from home and multifamily to workplace, parking, hospitality, retail and transport fleets of all types. Today, one ChargePoint account provides access to hundreds-of-thousands of places to charge in North America and Europe. To date, more than 88 million charging sessions have been delivered, with drivers plugging into the ChargePoint network approximately every two seconds. For more information, visit the ChargePoint pressroom, the ChargePoint Investor Relations site, or contact ChargePoint’s North American or European press offices or Investor Relations.
Forward Looking Statements
The information included herein and in any oral statements made in connection herewith include “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical facts contained herein are forward-looking statements. Forward-looking statements may generally be identified by the use of words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “project,” “forecast,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook,” “target” or other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding estimates and forecasts of other financial and performance metrics, projections of market opportunity and market share. These statements are based on various assumptions, whether or not identified herein, and on the current expectations of ChargePoint and Switchback’s management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as a guarantee, an assurance, a prediction or a definitive statement of, fact or probability. Actual events and circumstances are difficult or impossible to predict and may differ from assumptions, and such differences may be material. Many actual events and circumstances are beyond the control of ChargePoint and Switchback. In addition, forward-looking statements reflect Switchback’s and ChargePoint’s expectations, plans or forecasts of future events and views as of the date hereof. Switchback and ChargePoint anticipate that subsequent events and developments will cause Switchback’s and ChargePoint’s assessments to change. However, while Switchback and ChargePoint may elect to update these forward-looking statements at some point in the future, Switchback and ChargePoint specifically disclaim any obligation to do so. These forward-looking statements should not be relied upon as representing Switchback’s and ChargePoint’s assessments as of any date subsequent to the date hereof. Accordingly, undue reliance should not be placed upon the forward-looking statements. Additional information concerning these and other factors that may impact Switchback’s expectations and projections can be found in Switchback’s periodic filings with the SEC, including Switchback’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020 and the definitive proxy statement/prospectus/consent solicitation statement. Switchback’s SEC filings are available publicly on the SEC’s website at www.sec.gov.
No Offer or Solicitation
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or constitute a solicitation of any vote or approval.
Contacts
ChargePoint,
Inc.
Media
Darryll Harrison
Senior Director, Global Communications and Social Media
669-237-3380
Darryll.harrison@chargepoint.com
media@chargepoint.com
Switchback
Energy Acquisition Corporation
Media and Investors
Scott McNeill and Jim Mutrie
info@switchback-energy.com
Investors
Financial Profiles, Inc.
Dan Oppenheim, CFA
310-622-8235
investors@chargepoint.com
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