As filed with the Securities and Exchange Commission on July 15, 2021

Registration Statement No. 333-256187

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Amendment No. 2

to

Form S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

Bird Global, Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

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

 

 

406 Broadway, Suite 369

Santa Monica, California 90401

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

 

 

Wendy Mantell

Secretary

Bird Global, Inc.

406 Broadway, Suite 369

Santa Monica, California 90401

(866) 205-2442

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

 

 

Copies to:

 

Justin G. Hamill Rachel W. Sheridan Christopher J. Clark Latham & Watkins LLP 1271 Avenue of the Americas New York, New York 10020 (212) 906-1200		Wendy Mantell General Counsel Bird Rides, Inc. 406 Broadway, Suite 369 Santa Monica, California 90401 (866) 205-2442		Jim Mutrie Co-Chief Executive Officer Switchback II Corporation 5949 Sherry Lane, Suite 1010 Dallas, Texas 75225 (972) 514-9535		Douglas E. McWilliams E. Ramey Layne Vinson & Elkins L.L.P. 1001 Fannin Street, Suite 2500 Houston, Texas 77002 (713) 758-2222

 

 

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

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

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

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

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

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

 

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

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

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

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

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

 

 

CALCULATION OF REGISTRATION FEE

 

Title of Each Class of Securities to be Registered(1)		Amount to be Registered		Proposed Maximum Offering Price per Share		Proposed Maximum Aggregate Offering Price		Amount of Registration Fee
Class A Common Stock, par value $0.0001 per share(2)		271,894,672(3)		$9.86		$2,680,881,465.92(4)		$292,484.17(5)
Class X Common Stock, par value $0.0001 per share(2)		37,636,578(6)		$9.86		$371,096,659.08(7)		$40,486.65(5)
Warrants		11,875,000(8)		$1.21		$14,368,750.00(9)		$1,567.63(5)
Class A Common Stock issuable upon exchange of Switchback Warrants(2)		11,875,000(10)		$11.50		$136,562,500.00(11)		$14,898.97(5)
Total						$3,202,909,375.00		$349,437.42(12)

(1)

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

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

(3)

Based on the maximum number of shares of Class A common stock, par value $0.0001 per share, of Bird Holdings (“New Bird Class A Common Stock”) estimated to be issued, or issuable, by Bird Holdings in connection with the Business Combination. Such maximum number of shares of New Bird Class A Common Stock is based on the sum of (i) up to 31,625,000 Class A ordinary shares, par value $0.0001 per share, of Switchback (“Class A Ordinary Shares”) that were sold pursuant to Switchback’s Registration Statement on Form S-1 (File No. 333-251487) as part of the units in Switchback’s initial public offering (the “public shares”), which will be canceled and automatically converted, on a one-for-one basis, into shares of New Bird Class A Common Stock pursuant to the Domestication Merger (as defined herein), (ii) 7,906,250 Class B ordinary shares, par value $0.0001, of Switchback, which will be canceled and automatically converted, on a one-for-one basis, into shares of Class B common stock, par value $0.0001, of Bird Holdings pursuant to the Domestication Merger (which shares and will thereafter convert, on a one-for-one basis, into shares of New Bird Class A Common Stock in connection with the Acquisition Merger (as defined herein)), (iii) 206,545,264 shares of common stock, par value $0.000001 per share, of Bird (“Bird Common Stock”), which will be canceled and automatically converted into shares of New Bird Class A Common Stock pursuant to the Acquisition Merger (calculated based on an estimated exchange ratio of approximately 0.886 shares of New Bird Class A Common Stock for each share of Bird Common Stock), and (iv) up to 25,818,158 shares of New Bird Class A Common Stock that may be issued after consummation of the Acquisition Merger pursuant to the earnout provisions of the business combination agreement described herein (calculated based on an estimated exchange ratio of approximately 0.886 shares of New Bird Class A Common Stock for each share of Bird Common Stock).

(4)

Pursuant to Rules 457(c) and 457(f)(1) promulgated under the Securities Act, and solely for the purpose of calculating the registration fee, the proposed maximum aggregate offering price is an amount calculated as the product of (i) 271,894,672 shares of New Bird Class A Common Stock, the estimated maximum number of shares of New Bird Class A Common Stock that may be issued or issuable in connection with the Business Combination, and (ii) $9.86, the average of the high and low trading prices of the Class A Ordinary Shares on May 13, 2021.

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

(6)

Based on the maximum number of shares of Class X common stock, par value $0.0001 per share, of Bird Holdings (“New Bird Class X Common Stock”) estimated to be issued, or issuable, in connection with the Business Combination. Such maximum number of shares of New Bird Class X Common Stock is based on the sum of (i) 33,454,736 shares of Bird Common Stock, which will be canceled and automatically converted into shares of New Bird Class X Common Stock pursuant to the Acquisition Merger (calculated based on an estimated exchange ratio of approximately 0.886 shares of New Bird Class X Common Stock for each share of Bird Common Stock), and (ii) up to 4,181,842 shares of New Bird Class X Common Stock that may be issued after consummation of the Business Combination pursuant to the earnout provisions of the business combination agreement described herein (calculated based on an estimated exchange ratio of approximately 0.886 shares of New Bird Class X Common Stock for each share of Bird Common Stock).

(7)

Pursuant to Rules 457(c) and 457(f)(1) promulgated under the Securities Act, and solely for the purpose of calculating the registration fee, the proposed maximum aggregate offering price is an amount equal to the product of (i) 37,636,578 shares of Class X Common Stock, the estimated maximum number of shares of Class X Common Stock that may be issued in connection with the Business Combination, and (ii) $9.86, the average of the high and low trading prices of the Class A Ordinary Shares on May 13, 2021.

(8)

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

(9)

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

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

(11)

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

(12)	Previously paid.

 

 

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

 

 

 

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

 

PRELIMINARY PROXY STATEMENT/PROSPECTUS

SUBJECT TO COMPLETION, DATED JULY 15, 2021

PROXY STATEMENT FOR

EXTRAORDINARY GENERAL MEETING OF SWITCHBACK II CORPORATION

PROSPECTUS FOR

271,894,672 SHARES OF CLASS A COMMON STOCK,

37,636,578 SHARES OF CLASS X COMMON STOCK, AND 11,875,000 WARRANTS OF BIRD GLOBAL, INC.

(AFTER THE DOMESTICATION MERGER DESCRIBED HEREIN)

 

 

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

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

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

On the Acquisition Closing Date and immediately prior to the effective time of the Acquisition Merger (the “Acquisition Merger Effective Time”), each then-outstanding share of Bird Preferred Stock and Bird Founders Preferred Stock (each as defined herein) will convert automatically into a number of shares of common stock, par value $0.000001 per share, of Bird (“Bird Common Stock”) at the then-effective conversion rate as calculated pursuant to the certificate of incorporation of Bird (the “Conversion”).

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

This proxy statement/prospectus covers 206,545,264 shares of New Bird Class A Common Stock (including Class A Ordinary Shares, New Bird Class B Common Stock, and Bird Common Stock that will convert into shares of New Bird Class A Common Stock in connection with Domestication Merger or the Acquisition Merger, and shares issuable upon exercise or vesting of the New Bird Warrants, New Bird Restricted Stock, New Bird Options, and New Bird RSU Awards), 33,454,736 shares of New Bird Class X Common Stock (including Bird Common Stock that will convert into shares of New Bird Class X Common Stock) to be issued in connection with the Acquisition Merger, and 11,875,000 New Bird Warrants. In addition, up to an aggregate of 30,000,000 shares of New Bird Class A Common Stock, shares of New Bird Class X Common Stock, and/or shares of restricted common stock of New Bird may be issued as additional merger consideration if certain share price thresholds are achieved within five years after the Acquisition Closing Date. The number of shares of New Bird Class A Common Stock and New Bird Class X Common Stock that this proxy statement/prospectus covers represents the maximum number of shares that may be issued to holders of shares of Bird Common Stock, Bird Restricted Stock, Bird Warrants, Bird Options, and Bird RSU Awards in connection with the Acquisition Merger (as more fully described in this proxy statement/prospectus), together with the shares issued or issuable to the existing holders of Class A Ordinary Shares, Class B Ordinary Shares, Switchback Warrants, and Switchback Units in connection with the Domestication Merger.

The New Bird Class X Common Stock will have the same economic terms as the New Bird Class A Common Stock, but the New Bird Class X Common Stock will be entitled to 20 votes per share compared to one vote per share for the New Bird Class A Common Stock. Therefore, following consummation of the Business Combination, Travis VanderZanden will hold up to approximately 71.2% of the combined voting power of New Bird Class A Common Stock and New Bird Class X Common Stock. As a result, New Bird will be a “controlled company” within the meaning of The New York Stock Exchange (“NYSE”) corporate governance standards. See “Management After the Business Combination — Controlled Company Exception” and “Beneficial Ownership of Securities.”

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

 

 

This proxy statement/prospectus provides shareholders of Switchback with detailed information about the Business Combination and other matters to be considered at the extraordinary general meeting of Switchback. We encourage you to read this entire document, including the annexes and other documents referred to herein, carefully and in their entirety. You should also carefully consider the risk factors described in the section entitled “Risk Factors” beginning on page 22 of this proxy statement/prospectus.

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

This proxy statement/prospectus is dated                      , 2021, and

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

SWITCHBACK II CORPORATION

5949 Sherry Lane, Suite 1010

Dallas, Texas 75225

Dear Shareholders of Switchback II Corporation:

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

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

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

On the Acquisition Closing Date and immediately prior to the effective time of the Acquisition Merger (the “Acquisition Merger Effective Time”), each then-outstanding share of Bird Preferred Stock and Bird Founders Preferred Stock (each as defined in the accompanying proxy statement/prospectus) will convert automatically into a number of shares of common stock, par value $0.000001 per share, of Bird (the “Bird Common Stock”) at the then-effective conversion rate as calculated pursuant to the certificate of incorporation of Bird (the “Conversion”).

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

In addition to the Business Combination Proposals, Switchback’s shareholders will also be asked to consider and vote upon (a) a proposal to approve by special resolution the adoption of the proposed certificate of incorporation (the “Proposed Certificate of Incorporation”) and the proposed bylaws (the “Proposed Bylaws”) of New Bird (the “Organizational Documents Proposal”); (b) nine separate proposals to approve, on a non-binding advisory basis, by ordinary resolution, material differences between the Existing Organizational Documents and the Proposed Certificate of Incorporation and the Proposed Bylaws of New Bird (collectively, the “Advisory Organizational Documents Proposals”); (c) a proposal to approve by ordinary resolution, for purposes of complying with the applicable listing rules of The New York Stock Exchange, (i) the issuance of up to an aggregate of 232,363,422 shares of New Bird Class A Common Stock and 37,636,578 shares of New Bird Class X Common Stock in connection with the Acquisition Merger and (ii) the issuance and sale of 16,000,000 shares of New Bird Class A Common Stock in a private offering of securities to certain investors in connection with the Acquisition Merger, which will occur substantially concurrently with, and is contingent upon, the consummation of the Acquisition Merger (the “NYSE Proposal”); (d) a proposal to approve by ordinary resolution and adopt the Bird Global, Inc. 2021 Incentive Award Plan and material terms thereunder, a copy of which is attached to the accompanying proxy statement/prospectus as Annex D (the “2021 Plan Proposal”); (e) a proposal to approve by ordinary resolution and adopt the Bird Global, Inc. 2021 Employee Stock Purchase Plan and material terms thereunder, a copy of which is attached to the accompanying proxy statement/prospectus as Annex E (the “ESPP

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

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

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

Pursuant to the Existing Organizational Documents, a holder of Class A Ordinary Shares issued as part of the Switchback Units in the initial public offering (the “public shares,” and holders of such public shares, the “public shareholders”), other than shareholders that held Class B Ordinary Shares prior to the initial public offering (the “initial shareholders”), may request that Switchback redeem all or a portion of such public shares for cash if the Business Combination is consummated. Holders of Switchback Units must elect to separate the Switchback Units into the underlying Class A Ordinary Shares and Switchback Warrants prior to exercising redemption rights with respect to the public shares. If public shareholders hold their Switchback Units in an account at a brokerage firm or bank, such public shareholders must notify their broker or bank that they elect to separate the Switchback Units into the underlying public shares and warrants, or if a holder holds Switchback Units registered in its own name, the holder must contact Continental Stock Transfer & Trust Company, Switchback’s transfer agent, directly and instruct it to do so. The redemption rights include the requirement that a holder must identify itself to Switchback in order to validly redeem its shares. Public shareholders (other than the initial shareholders) may elect to exercise their redemption rights with respect to their public shares even if they vote “FOR” the Business Combination Proposals. If the Business Combination is not

consummated, the public shares will be returned to the respective holder, broker, or bank. If the Business Combination is consummated, and if a public shareholder properly exercises its redemption right with respect to all or a portion of the public shares that it holds and timely delivers its shares to Continental Stock Transfer & Trust Company, New Bird will redeem the related shares of New Bird Class A Common Stock for a per-share price, payable in cash, equal to the pro-rata portion of the trust account established at the consummation of Switchback’s initial public offering, calculated as of two business days prior to the consummation of the Business Combination. For illustrative purposes, as of March 31, 2021, this would have amounted to approximately $10.00 per issued and outstanding public share. If a public shareholder exercises its redemption rights in full, then it will not own public shares or shares of New Bird Class A Common Stock following the redemption. The redemption will take place following the Domestication Merger and, accordingly, it is shares of New Bird Class A Common Stock that will be redeemed immediately after consummation of the Business Combination. See the subsection entitled “Extraordinary General Meeting — Redemption Rights” in the accompanying proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to exercise your rights with respect to your public shares.

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

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

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

Switchback is providing the accompanying proxy statement/prospectus and accompanying proxy card to its shareholders in connection with the solicitation of proxies to be voted at the extraordinary general meeting and at any adjournments of the extraordinary general meeting. Information about the extraordinary general meeting, the Business Combination and other related business to be considered by Switchback’s shareholders at the extraordinary general meeting is included in the accompanying proxy statement/prospectus. Whether or not you plan to attend the extraordinary general meeting, all of Switchback’s shareholders are urged to read the accompanying proxy statement/prospectus, including the annexes and other documents referred to therein, carefully and in their entirety. In particular, you should carefully consider the matters discussed under “Risk Factors” beginning on page 22 of the accompanying proxy statement/prospectus.

After careful consideration, the boards of directors of Switchback and Bird have each unanimously approved the Business Combination Agreement and related transactions and the board of directors of Switchback has approved the other proposals described in the accompanying proxy statement/prospectus and determined that it is advisable to consummate the Business Combination. The board of directors of

Switchback recommends that its shareholders vote “FOR” the approval of the Business Combination Agreement, “FOR” the issuance of New Bird Class A Common Stock and New Bird Class X Common Stock to be issued in connection with the Acquisition Merger and the PIPE Financing, and “FOR” the other Proposals described in the accompanying proxy statement/prospectus.

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

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

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

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

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

 

Sincerely,

Jim Mutrie Co-Chief Executive Officer and Director

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

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

SWITCHBACK II CORPORATION

5949 Sherry Lane, Suite 1010

Dallas, Texas 75225

NOTICE OF EXTRAORDINARY GENERAL MEETING

OF SWITCHBACK II CORPORATION

To Be Held On                 , 2021

To the Shareholders of Switchback II Corporation:

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

 

•

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

 

•

Proposal No. 2 — The Organizational Documents Proposal — To consider and vote upon a proposal to approve by special resolution the proposed certificate of incorporation (the “Proposed Certificate of Incorporation”) and the proposed bylaws (the “Proposed Bylaws” and, together with the Proposed Certificate of Incorporation, the “Proposed Organizational Documents”) of New Bird, which, if approved, would take effect at the Domestication Merger Effective Time (such proposal, the “Organizational Documents Proposal”) (Proposal No. 2). Copies of the Proposed Certificate of Incorporation and Proposed Bylaws are attached to the accompanying proxy statement/prospectus as Annex B and Annex C, respectively.

 

•

Proposal No. 3 — The Advisory Organizational Documents Proposals — To consider and vote upon nine separate proposals to approve, on a non-binding advisory basis, by ordinary resolution, certain governance provisions in the Proposed Organizational Documents, which are being presented

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

 

•

Proposal No. 4 — The NYSE Proposal — To consider and vote upon a proposal to approve by ordinary resolution, for purposes of complying with applicable listing rules of The New York Stock Exchange, (a) the issuance of up to an aggregate of 232,363,422 shares of Class A common stock, par value $0.0001, of New Bird (the “New Bird Class A Common Stock”) and 37,636,578 shares of Class X Common Stock, par value $0.0001, of New Bird (the “New Bird Class X Common Stock”) in connection with the Acquisition Merger and (b) the issuance and sale of 16,000,000 shares of New Bird Class A Common Stock in a private offering of securities to certain investors in connection with the Acquisition Merger, which will occur substantially concurrently with, and is contingent upon, the consummation of the Acquisition Merger (the “NYSE Proposal”) (Proposal No. 4).

 

•

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

 

•

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

 

•

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

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

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

Switchback is providing the accompanying proxy statement/prospectus and accompanying proxy card to its shareholders in connection with the solicitation of proxies to be voted at the extraordinary general meeting and at any adjournments of the extraordinary general meeting. Information about the extraordinary general meeting, the Business Combination, and other related business to be considered by Switchback’s shareholders at the extraordinary general meeting is included in the accompanying proxy statement/prospectus. Whether or not you plan to attend the extraordinary general meeting, all of Switchback’s shareholders are urged to read the accompanying proxy statement/prospectus, including the annexes and other documents referred to therein, carefully and in their entirety. In particular, you should carefully consider the matters discussed under “Risk Factors” beginning on page 22 of the accompanying proxy statement/prospectus.

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

 

(a)

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

 

(b)

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

 

(c)

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

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

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

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

Ordinary Shares and Class B Ordinary Shares entitled to vote and actually casting votes thereon at the extraordinary general meeting, voting as a single class. Accordingly, a shareholder’s failure to vote in person, online, or by proxy at the extraordinary general meeting will have no effect on the outcome of the vote on any of the Proposals. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the extraordinary general meeting.

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

After careful consideration, the board of directors of Switchback has unanimously approved the Business Combination Agreement and related transactions and the other Proposals described in the accompanying proxy statement/prospectus, and has determined that it is advisable to consummate the Business Combination. The board of directors of Switchback recommends that you vote “FOR” the Business Combination Proposals, “FOR” the Organizational Documents Proposal, “FOR” the Advisory Organizational Documents Proposals, “FOR” the NYSE Proposal, “FOR” the 2021 Plan Proposal, “FOR” the ESPP Proposal, and “FOR” the Adjournment Proposal.

Your attention is directed to the proxy statement/prospectus accompanying this notice (including the annexes thereto) for a more complete description of the proposed Business Combination and related transactions and each of our Proposals. We encourage you to read the accompanying proxy statement/prospectus carefully. If you have any questions or need assistance voting your shares, please call our proxy solicitor, Morrow Sodali LLC at (800) 662-5200 (banks and brokers call collect at (203) 658-9400).

            , 2021

 

By Order of the Board of Directors

Jim Mutrie Co-Chief Executive Officer and Director

TABLE OF CONTENTS

 

		Page
ADDITIONAL INFORMATION			i
CERTAIN DEFINED TERMS			ii
SUMMARY TERM SHEET			viii
QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION			xiv
SUMMARY OF THE PROXY STATEMENT/PROSPECTUS			1
SUMMARY HISTORICAL FINANCIAL DATA OF BIRD			17
SUMMARY HISTORICAL FINANCIAL DATA OF SWITCHBACK			18
SUMMARY UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION			20
RISK FACTORS			22
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS			76
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION			78
COMPARATIVE SHARE INFORMATION			97
MARKET PRICE AND DIVIDEND INFORMATION			99
EXTRAORDINARY GENERAL MEETING			100
THE BUSINESS COMBINATION			105
PROPOSAL NO. 1 — THE BUSINESS COMBINATION PROPOSALS			159
PROPOSAL NO. 2 — THE ORGANIZATIONAL DOCUMENTS PROPOSAL			161
PROPOSAL NO. 3 — THE ADVISORY ORGANIZATIONAL DOCUMENTS PROPOSALS			162
PROPOSAL NO. 4 — THE NYSE PROPOSAL			173
PROPOSAL NO. 5 — THE 2021 PLAN PROPOSAL			175
PROPOSAL NO. 6 — THE ESPP PROPOSAL			183
PROPOSAL NO. 7 — THE ADJOURNMENT PROPOSAL			188
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF BIRD			189
A LETTER FROM BIRD’S FOUNDER			214
INFORMATION ABOUT BIRD			215
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF SWITCHBACK			233
INFORMATION ABOUT SWITCHBACK			240
EXECUTIVE COMPENSATION			252
MANAGEMENT AFTER THE BUSINESS COMBINATION			262
COMPARISON OF CORPORATE GOVERNANCE AND SHAREHOLDER RIGHTS			269
DESCRIPTION OF SECURITIES			272
SECURITIES ACT RESTRICTIONS ON RESALE OF NEW BIRD COMMON STOCK			278
BENEFICIAL OWNERSHIP OF SECURITIES			279
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS			284
LEGAL MATTERS			290
EXPERTS			290
HOUSEHOLDING INFORMATION			290
TRANSFER AGENT AND REGISTRAR			290
STOCKHOLDER PROPOSALS AND NOMINATIONS			291
SHAREHOLDER COMMUNICATIONS			291
ENFORCEABILITY OF CIVIL LIABILITY			291
WHERE YOU CAN FIND ADDITIONAL INFORMATION			292
INDEX TO FINANCIAL STATEMENTS			F-1
ANNEX A: BUSINESS COMBINATION AGREEMENT			A-1
ANNEX B: PROPOSED CERTIFICATE OF INCORPORATION			B-1
ANNEX C: PROPOSED BYLAWS			C-1
ANNEX D: BIRD GLOBAL, INC. 2021 INCENTIVE AWARD PLAN			D-1
ANNEX E: BIRD GLOBAL, INC. 2021 EMPLOYEE STOCK PURCHASE PLAN			E-1

ADDITIONAL INFORMATION

This document, which forms part of a registration statement on Form S-4 filed with the U.S. Securities and Exchange Commission (the “SEC”) by Bird Global, Inc. (“Bird Holdings”) (File No. 333-256187) (the “Registration Statement”), constitutes a prospectus of Bird Holdings under Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), with respect to the shares of New Bird Class A Common Stock and New Bird Class X Common Stock to be issued if the Business Combination described below is consummated and warrants to purchase shares of New Bird Class A Common Stock upon consummation of the Business Combination. This document also constitutes a notice of meeting and a proxy statement under Section 14(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), with respect to the extraordinary general meeting of Switchback II Corporation (“Switchback”) at which Switchback shareholders will be asked to consider and vote upon two separate proposals to approve the Business Combination by the approval and adoption of the Business Combination Agreement, among other matters.

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

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

Morrow Sodali LLC

470 West Avenue

Stamford, Connecticut 06902

Telephone: (800) 662-5200

(bank and brokers call collect at (203) 658-9400)

Email: SWBK.info@investor.morrowsodali.com

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

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

 

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CERTAIN DEFINED TERMS

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

 

•

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

 

•

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

 

•

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

 

•

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

 

•

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

 

•

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

 

•

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

 

•

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

 

•

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

 

•

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

 

•

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

 

•

“Bird Founder” are to Travis VanderZanden;

 

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

 

•

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

 

•

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

 

•

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

 

•

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

 

•

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

 

•

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

 

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•

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

 

•

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

 

•

“Bird Senior Preferred Stock” are to the shares of Bird’s preferred stock, par value $0.00001 per share, designated as Senior Preferred Stock in the Bird Charter;

 

•

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

 

•

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

 

•

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

 

•

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

 

•

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

 

•

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

 

•

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

 

•

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

 

•

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

 

•

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

 

•

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

 

•

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

 

•

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

 

•

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

 

•

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

 

•

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

 

•

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

 

•

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

 

•

“Conversion” are to the conversion of each share of Bird Preferred Stock and Bird Founders Preferred Stock into a number of shares of Bird Common Stock immediately prior to the Acquisition Merger Effective Time at the then-effective conversion rate as calculated pursuant to the Bird Charter (see “The Business Combination—Conversion of Securities” for a further description of the Conversion);

 

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•

“DGCL” are to the Delaware General Corporation Law;

 

•

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

 

•

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

 

•

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

 

•

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

 

•

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

 

•

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

 

•

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

 

•

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

 

•

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

 

•

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

 

•

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

 

•

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

 

•

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

 

•

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

 

•

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

 

•

“GAAP” are to generally accepted accounting principles in the United States;

 

•

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

 

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•

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

 

•

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

 

•

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

 

•

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

 

•

“IRS” are to the U.S. Internal Revenue Service;

 

•

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

 

•

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

 

•

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

 

•

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

 

•

“New Bird” are to Bird Holdings after giving effect to the Domestication Merger;

 

•

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

 

•

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

 

•

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

 

•

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

 

•

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

 

•

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

 

•

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

 

•

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

 

•

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

 

•

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

 

•

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

 

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•

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

 

•

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

 

•

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

 

•

“NYSE” are to The New York Stock Exchange;

 

•

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

 

•

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

 

•

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

 

•

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

 

•

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

 

•

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

 

•

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

 

•

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

 

•

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

 

•

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

 

•

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

 

•

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

 

•

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

 

•

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

 

•

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

 

•

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

 

•

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

 

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•

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

 

•

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

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

 

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SUMMARY TERM SHEET

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

 

•

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

 

•

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

 

•

Bird, a Delaware corporation, is an electric vehicle transportation company dedicated to bringing affordable, environmentally friendly transportation solutions to communities across the world. Today, it provides a fleet of shared electric scooters to riders in over 250 cities and makes its products available for purchase at its website and via leading retailers and distribution partners. Bird partners closely with the cities in which it operates so that Bird is a reliable and affordable transportation option for people who live and work there. For more information about Bird, see the sections entitled “Information About Bird” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Bird.”

 

•

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

 

•

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

 

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

 

•

In connection with the Domestication Merger, each then-outstanding share of Bird Holdings Common Stock will be redeemed for par value and each then-outstanding Class A Ordinary Share, Class B Ordinary Share, Switchback Warrant, and Switchback Unit will automatically convert into a share of New Bird Class A Common Stock, share of New Bird Class B Common Stock, New Bird Warrant, and New Bird Unit, respectively.

 

•

In connection with the Acquisition Merger, it is anticipated that 206,545,264 shares of New Bird Class A Common Stock and 33,454,736 shares of New Bird Class X Common Stock will be issued to the Historical Rollover Stockholders in the Acquisition Merger in exchange for all outstanding shares of Bird Common Stock (including shares of Bird Preferred Stock converted in the Conversion). It is also anticipated that New Bird will reserve for issuance up to              shares of New Bird Class A Common Stock in respect of New Bird Options issued in exchange for outstanding pre-merger Bird Options and in respect of New Bird Warrants issued in exchange for outstanding pre-merger Bird Warrants. Additionally, during the Earnout Period, New Bird may issue up to an aggregate of 30,000,000 additional shares of New Bird Class X Common Stock to the Bird Founder or New Bird Class A Common Stock to all other Eligible Bird Equityholders, as the case may be, in three equal tranches upon the occurrence of an Earnout Triggering Event. Earnout Shares issuable with respect to Bird Options, Bird Restricted Stock, and Bird RSU Awards will be issued in the form of restricted New Bird Common Stock. For more information about the Business Combination Agreement and the Business Combination, see the section entitled “The Business Combination.”

 

•

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

 

•

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

 

•

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

 

•

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

 

•

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

 

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

 

•

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

 

•

the Historical Rollover Stockholders will own 206,545,264 shares of New Bird Class A Common Stock, or approximately 70.0% of the outstanding New Bird Class A Common Stock;

 

•

the public shareholders will own 31,625,000 shares of New Bird Class A Common Stock, or approximately 10.7% of the outstanding New Bird Class A Common Stock;

 

•

the New PIPE Investors will own 16,000,000 shares of New Bird Class A Common Stock, or approximately 5.4% of the outstanding New Bird Class A Common Stock;

 

•

the initial shareholders will own 7,906,250 shares of New Bird Class A Common Stock, or approximately 2.7% of the outstanding New Bird Class A Common Stock (which, for the avoidance of doubt, does not include shares of New Bird Class A Common Stock that will be issued to certain initial shareholders in connection with the PIPE Financing, which shares are reflected in the preceding bullet); and

 

•

Travis VanderZanden will own 33,454,736 shares of New Bird Class X Common Stock, or 100% of the outstanding New Bird Class X Common Stock, such that as of immediately following the completion of the Business Combination, taking into account all New Bird Class A Common Stock and New Bird Class X Common Stock, Mr. VanderZanden will have approximately 11.3% of the outstanding capital stock of New Bird on a fully diluted basis, and representing 69.4% of the voting power of New Bird.

The number of shares and the interests set forth above (a) assume that (i) no public shareholders elect to have their public shares redeemed, (ii) there are no other issuances of equity interests of Switchback or Bird and no repurchases of Bird Restricted Stock, (iii) none of Switchback’s initial shareholders or the Historical Rollover Stockholders purchase Class A Ordinary Shares in the open market, and (iv) there are no exercises of Bird Options or Bird Warrants and (b) do not take into account (i) New Bird Warrants that will remain outstanding following the Business Combination and may be exercised at a later date or (ii) the Earnout Shares or forfeiture of the Switchback Founder Earn Back Shares. As a result of the Business Combination, the economic and voting interests of Switchback’s shareholders will decrease. If we assume the maximum redemptions scenario described under the section entitled “Unaudited Pro Forma Condensed Combined Financial Information,” i.e., 31,625,000 public shares are redeemed, and the assumptions set forth in the foregoing clauses (a)(ii)–(iv) and (b) remain true, the ownership of New Bird upon completion of the Business Combination will be as follows:

 

•

the Historical Rollover Stockholders will own 206,545,264 shares of New Bird Class A Common Stock, or approximately 78.3% of the outstanding New Bird Class A Common Stock;

 

•

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

 

•

the initial shareholders will own 7,906,250 shares of New Bird Class A Common Stock, or approximately 3.0% of the outstanding New Bird Class A Common Stock (which, for the avoidance of doubt, does not include shares of New Bird Class A Common Stock that will be issued to certain initial shareholders in connection with the PIPE Financing, which shares are reflected in the preceding bullet); and

 

•

Mr. VanderZanden will own 33,454,736 shares of New Bird Class X Common Stock, or 100% of the outstanding New Bird Class X Common Stock, such that as of immediately following the

 

x

completion of the Business Combination, taking into account all New Bird Class A Common Stock and New Bird Class X Common Stock, Mr. VanderZanden will have approximately 12.7% of the outstanding capital stock of New Bird on a fully diluted basis, and representing 71.2% of the voting power New Bird.

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

 

•

the Historical Rollover Stockholders will own 206,545,264 shares of New Bird Class A Common Stock, or approximately 67.2% of the outstanding New Bird Class A Common Stock;

 

•

the public shareholders will own 37,950,000 shares of New Bird Class A Common Stock, or approximately 12.3% of the outstanding New Bird Class A Common Stock;

 

•

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

 

•

the initial shareholders will own 13,456,250 shares of New Bird Class A Common Stock, or approximately 4.4% of the outstanding New Bird Class A Common Stock (which, for the avoidance of doubt, does not include shares of New Bird Class A Common Stock that will be issued to certain initial shareholders in connection with the PIPE Financing, which shares are reflected in the preceding bullet); and

 

•

Mr. VanderZanden will own 33,454,736 shares of New Bird Class X Common Stock, or 100% of the outstanding New Bird Class X Common Stock, such that as of immediately following the completion of the Business Combination, taking into account all New Bird Class A Common Stock and New Bird Class X Common Stock, Mr. VanderZanden will have approximately 10.9% of the outstanding capital stock of New Bird on a fully diluted basis, and representing 68.5% of the voting power of New Bird.

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

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

 

•

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

 

xi

•

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

 

•

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

 

•

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

 

•

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

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

 

•

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

 

•

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

 

•

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

 

•

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

 

•

for purposes of complying with applicable listing rules of the NYSE, (a) the issuance pursuant to the Business Combination Agreement of up to an aggregate of 232,363,422 shares of New Bird Class A Common Stock and 37,636,578 shares of New Bird Class X Common Stock to the Historical Rollover Stockholders in connection with the Acquisition Merger and (b) the issuance and sale to the New PIPE Investors of 16,000,000 shares of New Bird Class A Common Stock in the PIPE Financing, which will occur substantially concurrently with, and is contingent upon, the consummation of the Acquisition Merger (the “NYSE Proposal”);

 

•

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

 

xii

•

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

 

•

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

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

 

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QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION

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

 

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

 

A:

Switchback is sending this proxy statement/prospectus to its shareholders to help them decide how to vote their Ordinary Shares with respect to the matters to be considered at the extraordinary general meeting. Switchback shareholders are being asked to consider and vote upon, among other things, two separate proposals to: (a) approve and adopt the Business Combination Agreement, pursuant to which the Business Combination will be effected in two steps: (1) subject to approval by special resolution, Switchback will reincorporate to the State of Delaware by merging with and into Bird Holdings, with Bird Holdings surviving the Domestication Merger as a publicly traded entity and becoming the sole owner of Merger Sub, and (ii) subject to approval by ordinary resolution, on the Acquisition Closing Date, Merger Sub will merge with and into Bird, with Bird surviving the Acquisition Merger as a wholly owned subsidiary of New Bird; (b) approve the Domestication Merger, the Acquisition Merger, and the other transactions contemplated by the Business Combination Agreement; and (c) approve, for purposes of complying with applicable listing rules of the NYSE, (i) the issuance in connection with the Acquisition Merger of up to an aggregate of 232,363,422 shares of New Bird Class A Common Stock and 37,636,578 shares of New Bird Class X Common Stock to the Historical Rollover Stockholders in connection with the Acquisition Merger and (ii) the issuance and sale to the New PIPE Investors of 16,000,000 shares of New Bird Class A Common Stock in the PIPE Financing, which will occur substantially concurrently with, and is contingent upon, the consummation of the Acquisition Merger. The Business Combination cannot be completed unless Switchback shareholders approve the Business Combination Proposals, the Organizational Documents Proposal, the NYSE Proposal, the 2021 Plan Proposal, and the ESPP Proposal (collectively, the “Condition Precedent Proposals”) at the extraordinary general meeting.

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

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

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

 

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Warrant will be assumed and converted automatically into a New Bird Warrant pursuant to the Warrant Agreement; and (e) each then-outstanding Switchback Unit will be canceled and converted into one New Bird Unit, such unit consisting of one share of New Bird Class A Common Stock and one-fifth of one New Bird Warrant (with each such New Bird Unit thereafter separating into one share of New Bird Class A Common Stock and one-fifth of one New Bird Warrant in connection with the Acquisition merger).

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

 

Q:	What is being voted on at the extraordinary general meeting?

 

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

 

•

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

 

•

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

 

•

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

 

•

The NYSE Proposal — To consider and vote upon a proposal to approve by ordinary resolution, for purposes of complying with applicable listing rules of the NYSE, (a) the issuance of up to an aggregate of 232,363,422 shares of New Bird Class A Common Stock and 37,636,578 shares of New Bird Class X Common Stock in connection with the Acquisition Merger, and (b) the issuance and sale of 16,000,000 shares of New Bird Class A Common Stock in the PIPE Financing, which will occur substantially concurrently with, and is contingent upon, the consummation of the Acquisition Merger (Proposal No. 4).

 

•

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

 

•

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

 

•

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

 

Q:	Are the Proposals conditioned on one another?

 

A:

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

 

xv

Q:	What will happen in the Business Combination?

 

A:

On May 11, 2021, Switchback and Merger Sub entered into the Business Combination Agreement with Bird and Bird Holdings. Pursuant to the Business Combination Agreement, and subject to the terms and conditions contained therein, the Business Combination will be effected in two steps: (a) on the Domestication Closing Date, Switchback will reincorporate to the State of Delaware by merging with and into Bird Holdings, with Bird Holdings surviving the Domestication Merger as a publicly traded entity and becoming the sole owner of Merger Sub, and (b) on the Acquisition Closing Date, Merger Sub will merge with and into Bird, with Bird surviving the Acquisition Merger as a wholly owned subsidiary of New Bird. In connection with the Domestication Merger, each then-outstanding Class A Ordinary Share, Class B Ordinary Share, Switchback Warrant, and Switchback Unit will automatically convert into a share of New Bird Class A Common Stock, share of New Bird Class B Common Stock, New Bird Warrant, and New Bird Unit, respectively. In connection with the Acquisition Merger, it is anticipated that 206,545,264 shares of New Bird Class A Common Stock and 33,454,736 shares of New Bird Class X Common Stock will be issued to the Historical Rollover Stockholders in the Business Combination in exchange for all outstanding shares of Bird Common Stock. It is also anticipated that New Bird will reserve for issuance up to              shares of New Bird Class A Common Stock in respect of New Bird Options issued in exchange for outstanding pre-merger Bird Options and in respect of New Bird Warrants issued in exchange for outstanding pre-merger Bird Warrants. Additionally, during the Earnout Period, New Bird may issue up to an aggregate of 30,000,000 additional shares of New Bird Class X Common Stock to the Bird Founder or shares of New Bird Class A Common Stock to all other Eligible Bird Equityholders, as applicable, in three equal tranches upon the occurrence of each Earnout Triggering Event. Earnout Shares issuable with respect to Bird Options, Bird Restricted Stock, and Bird RSU Awards will be issued in the form of restricted New Bird Common Stock. For more information about the Business Combination Agreement and the Business Combination, see the section entitled “The Business Combination.”

 

Q:	Why is Switchback proposing the Business Combination?

 

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

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

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

 

Q:	What conditions must be satisfied to complete the Business Combination?

 

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

 

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

 

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

 

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

 

•

the Class I directors will be Roelof F. Botha and David Sacks and their terms will expire at the annual meeting of stockholders to be held in 2022;

 

•

the Class II directors will be Daniel Friedland, Nathaniel Justin Kan, and Jim Mutrie and their terms will expire at the annual meeting of stockholders to be held in 2023; and

 

•

the Class III directors will be Robert Komin, Racquel Russell, and Travis VanderZanden and their terms will expire at the annual meeting of stockholders to be held in 2024.

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

 

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

 

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

 

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

 

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

 

•

the Historical Rollover Stockholders will own 206,545,264 shares of New Bird Class A Common Stock, or approximately 70.0% of the outstanding New Bird Class A Common Stock;

 

•

the public shareholders will own 31,625,000 shares of New Bird Class A Common Stock, or approximately 10.7% of the outstanding New Bird Class A Common Stock;

 

•

the New PIPE Investors will own 16,000,000 shares of New Bird Class A Common Stock, or approximately 5.4% of the outstanding New Bird Class A Common Stock;

 

•

the initial shareholders will own 7,906,250 shares of New Bird Class A Common Stock, or approximately 2.7% of the outstanding New Bird Class A Common Stock (which, for the avoidance of doubt, does not include shares of New Bird Class A Common Stock that will be issued to certain initial shareholders in connection with the PIPE Financing, which shares are reflected in the preceding bullet); and

 

•

Mr. VanderZanden will own 33,454,736 shares of New Bird Class X Common Stock, or 100% of the outstanding New Bird Class X Common Stock, such that as of immediately following the completion of the Business Combination, taking into account all New Bird Class A Common Stock and New Bird Class X Common Stock, Mr. VanderZanden will have approximately 11.3% of the outstanding capital stock of New Bird on a fully diluted basis, and representing 69.4% of the voting power of New Bird.

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

 

xvii

outstanding following the Business Combination and may be exercised at a later date or (ii) the Earnout Shares or forfeiture of the Switchback Founder Earn Back Shares. As a result of the Business Combination, the economic and voting interests of Switchback’s shareholders will decrease. If we assume the maximum redemptions scenario described under the section entitled “Unaudited Pro Forma Condensed Combined Financial Information,” i.e., 31,625,000 public shares are redeemed, and the assumptions set forth in the foregoing clauses (a)(ii)–(iv) and (b) remain true, the ownership of New Bird upon the Acquisition Closing will be as follows:

 

•

the Historical Rollover Stockholders will own 206,545,264 shares of New Bird Class A Common Stock, or approximately 78.3% of the outstanding New Bird Class A Common Stock;

 

•

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

 

•

the initial shareholders will own 7,906,250 shares of New Bird Class A Common Stock, or approximately 3.0% of the outstanding New Bird Class A Common Stock (which, for the avoidance of doubt, does not include shares of New Bird Class A Common Stock that will be issued to certain initial shareholders in connection with the PIPE Financing, which shares are reflected in the preceding bullet); and

 

•

Mr. VanderZanden will own 33,454,736 shares of New Bird Class X Common Stock, or 100% of the outstanding New Bird Class X Common Stock, such that as of immediately following the completion of the Business Combination, taking into account all New Bird Class A Common Stock and New Bird Class X Common Stock, Mr. VanderZanden will have approximately 12.7% of the outstanding capital stock of New Bird on a fully diluted basis, and representing 71.2% of the voting power of New Bird.

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

 

•

the Historical Rollover Stockholders will own 206,545,264 shares of New Bird Class A Common Stock, or approximately 67.2% of the outstanding New Bird Class A Common Stock;

 

•

the public shareholders will own 37,950,000 shares of New Bird Class A Common Stock, or approximately 12.3% of the outstanding New Bird Class A Common Stock;

 

•

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

 

•

the initial shareholders will own 13,456,250 shares of New Bird Class A Common Stock, or approximately 4.4% of the outstanding New Bird Class A Common Stock (which, for the avoidance of doubt, does not include shares of New Bird Class A Common Stock that will be issued to certain initial shareholders in connection with the PIPE Financing, which shares are reflected in the preceding bullet); and

 

•

Mr. VanderZanden will own 33,454,736 shares of New Bird Class X Common Stock, or 100% of the outstanding New Bird Class X Common Stock, such that as of immediately following the completion of the Business Combination, taking into account all New Bird Class A Common Stock and New Bird Class X Common Stock, Mr. VanderZanden will collectively have approximately 10.9% of the outstanding capital stock of New Bird on a fully diluted basis, and representing 68.5% of the voting power of New Bird.

 

xviii

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

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

 

•

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

 

•

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

 

•

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

 

•

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

 

•

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

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

 

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

 

A:

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

 

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Bird Warrant (with each such New Bird Unit thereafter separating into one share of New Bird Class A Common Stock and one-fifth of one New Bird Warrant in connection with the Acquisition Merger). For additional information about the Domestication Merger, please see the section entitled “The Business Combination” in this proxy statement/prospectus.

 

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

 

A:

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

 

•

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

 

•

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

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

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

 

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

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

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

 

Q:	Why is Switchback proposing the NYSE Proposal?

 

A:

Switchback is proposing the NYSE Proposal in order to comply with NYSE listing rules, which require shareholder approval of certain transactions that result in the issuance of 20% or more of a company’s outstanding voting power or shares of common stock outstanding before the issuance of stock or securities. In connection with the Acquisition Merger, the Business Combination, and the PIPE Financing, New Bird may issue up to an aggregate of 232,363,422 shares of New Bird Class A Common Stock and 37,636,578 shares of New Bird Class X Common Stock to the Historical Rollover Stockholders and the New PIPE Investors. Because Switchback may issue 20% or more of its outstanding voting power and outstanding Ordinary Shares in connection with the Acquisition Merger and the PIPE Financing, Switchback is required to obtain its shareholders’ approval of such issuances pursuant to NYSE listing rules. See the section entitled “Proposal No. 4 — The NYSE Proposal” for additional information.

 

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

 

A:

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

 

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

 

A:	The record date for the extraordinary general meeting is earlier than the date that the Business Combination is expected to be completed. If you transfer your Class A Ordinary Shares after the record date, but before

 

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

 

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

 

A:

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

 

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

 

A:

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

 

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

 

A:

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

 

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

 

A:

In connection with the shareholder vote to approve the proposed Business Combination, the Sponsor, Switchback’s directors, officers, advisors, or any of their respective affiliates may privately negotiate transactions to purchase public shares from shareholders who would have otherwise elected to have their shares redeemed in conjunction with the Business Combination for a per share pro rata portion of the Trust Account. There is no limit on the number of public shares the Sponsor and Switchback’s directors, officers, advisors, or any of their respective affiliates may purchase in such transactions, subject to compliance with applicable law and the rules of the NYSE. Any such privately negotiated purchases may be effected at

 

xxii

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

 

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

 

A:

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

 

Q:	What constitutes a quorum at the extraordinary general meeting?

 

A:

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

 

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

 

A:

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

 

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

 

A:

When you consider the Switchback Board’s recommendation of the Proposals, you should keep in mind that Switchback’s officers and directors have interests in the Business Combination that are different from, or in addition to, those of other shareholders generally. Switchback’s directors were aware of and considered these interests, among other matters, in evaluating the Business Combination, and in recommending to shareholders that they approve the Business Combination. Shareholders should take these interests into account in deciding whether to approve the Business Combination. See the subsection entitled “The Business Combination — Interests of the Sponsor and Switchback Directors and Officers in the Business

 

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Combination” for additional information. The Switchback Board was aware of and considered these interests, among other matters, in recommending that Switchback shareholders vote “FOR” each of the Proposals. These interests include, among other things:

 

•

the fact that the Sponsor holds 5,550,000 private placement warrants acquired at a purchase price of $8,325,000, or $1.50 per warrant, which, if unrestricted and freely tradeable, would be valued at approximately $             , based on the most recent closing price of the public warrants of $             per warrant on                     , 2021;

 

•

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

 

•

the fact that the Sponsor paid an aggregate of $25,000, or approximately $0.003 per share, for 7,906,250 Switchback Founder Shares, including 80,000 Switchback Founder Shares which were subsequently transferred to Switchback’s independent directors, and that such securities will have a significantly higher value at the time of the Business Combination, which, if unrestricted and freely tradable, would be valued at approximately $            , based on the most recent closing price of the Class A Ordinary Shares of $             per share on                     , 2021 (not taking into account the Switchback Founder Earn Back Shares);

 

•

the fact that the Sponsor will benefit from the completion of a business combination and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to shareholders rather than liquidate;

 

•

the fact that given the differential in the purchase price that the Sponsor paid for the Founder Shares as compared to the price of the Switchback Units sold in the IPO and the 7,826,250 shares of New Bird Class A Common Stock that the Sponsor will receive upon conversion of the Founder Shares in connection with the Business Combination, the Sponsor and its affiliates may earn a positive rate of return on their investment even if the New Bird Class A Common Stock trades below the price initially paid for the Switchback Units in the IPO and the public shareholders experience a negative rate of return following the completion of the Business Combination;

 

•

the fact that Scott McNeill and Jim Mutrie are managers and Co-Chief Executive Officers of the Sponsor and Chris Carter, Scott Gieselman, Sam Stoutner, and Philip J. Deutch are managers of the Sponsor and each may be deemed to have or share beneficial ownership of the Switchback Founder Shares held directly by the Sponsor;

 

•

the fact that Scott McNeill, Jim Mutrie, Ray Kubis, and Precious Williams Owodunni own an aggregate of 230,000 Switchback Units that were purchased directly from the underwriters in connection with the IPO for $10.00 per unit, which would be valued at approximately $            , based on the most recent closing price of Switchback Units of $             per unit on                     , 2021;

 

•

the fact that up to an aggregate amount of $1,500,000 of any amounts outstanding under any working capital loans made by the Sponsor or any of its affiliates to Switchback may be converted into Switchback Warrants to purchase Class A Ordinary Shares at a price of $1.50 per warrant at the option of the lender (as of March 31, 2021, there were no amounts outstanding under any working capital loans);

 

•

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

 

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combination agreement, but only if such a third party or target business has not executed a waiver of all rights to seek access to the Trust Account;

 

•

the fact that Switchback’s independent directors own an aggregate of 80,000 Switchback Founder Shares that were transferred from the Sponsor at their original purchase price, or approximately $0.003 per share, which, if unrestricted and freely tradeable, would be valued at approximately $                , based on the most recent closing price of the Class A Ordinary Shares of $                 per share on                 , 2021;

 

•

the fact that the Sponsor and Switchback’s officers and directors will be reimbursed for out-of-pocket expenses incurred in connection with activities on Switchback’s behalf, such as identifying potential target businesses and performing due diligence on suitable business combinations, which expenses were approximately $3,000 as of May 5, 2021;

 

•

the fact that the Sponsor and Switchback’s officers and directors will lose their entire investment in Switchback if an Initial Business Combination is not completed within 24 months from the closing of the IPO (the “Combination Period”);

 

•

the fact that Philip Deutch has an indirect interest in Bird of less than 1% through his interest in Craft Ventures I, L.P., which currently holds more than 5% of Bird’s capital stock; and

 

•

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

 

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

 

A:

Under the Existing Organizational Documents, if the Business Combination Proposals are not approved and Switchback does not otherwise consummate an alternative Initial Business Combination within the Combination Period, Switchback will be required to dissolve and liquidate the Trust Account by returning the then-remaining funds in such account to Switchback’s public shareholders.

 

Q:	Do I have redemption rights?

 

A:

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

 

•

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

 

•

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

 

•

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

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

Holders of Switchback Units must elect to separate the Switchback Units into the underlying Class A Ordinary Shares and public warrants prior to exercising redemption rights with respect to the public shares. If public shareholders hold their Switchback Units in an account at a brokerage firm or bank, such public shareholders must notify their broker or bank that they elect to separate the Switchback Units into the underlying public shares and public warrants, or if a holder holds Switchback Units registered in its own

 

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

 

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

 

A:

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

 

Q:	How do I exercise my redemption rights?

 

A:

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

Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, New York 10004-1561

Attention: Mark Zimkind

Email: mzimkind@continentalstock.com

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

 

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may take longer than two weeks. Shareholders who hold their shares in street name will have to coordinate with their bank, broker, or other nominee to have the shares certificated or delivered electronically.

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

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

Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and, thereafter, with Switchback’s consent, until the vote is taken with respect to the Business Combination. If you delivered your public shares for redemption to the transfer agent and decide within the required timeframe not to exercise your redemption rights, you may request that the transfer agent return the shares (physically or electronically). You may make such request by contacting Switchback’s transfer agent at the email address or address listed under the question “Who can help answer my questions?” below.

 

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

 

A:

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

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

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

 

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

 

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

 

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

 

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

 

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

 

A:

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

 

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

 

A:

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

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

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

 

Q:	When is the Business Combination expected to be consummated?

 

A:

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

 

 

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Q:	What do I need to do now?

 

A:

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

 

Q:	How do I vote?

 

A:

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

A:

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

 

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

 

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

 

A:

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

 

Q:	Who can help answer my questions?

 

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

Morrow Sodali LLC

470 West Avenue

Stamford, Connecticut 06902

Telephone: (800) 662-5200

(bank and brokers call collect at (203) 658-9400)

Email: SWBK.info@investor.morrowsodali.com

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

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

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

Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, New York 10004-1561

Attention: Mark Zimkind

Email: mzimkind@continentalstock.com

 

Q:	Who will solicit and pay the cost of soliciting proxies?

 

A:

The Switchback Board is soliciting your proxy to vote your Class A Ordinary Shares and Class B Ordinary Shares on all matters scheduled to come before the extraordinary general meeting. Switchback will pay the cost of soliciting proxies for the extraordinary general meeting. Switchback has engaged Morrow Sodali LLC to assist in the solicitation of proxies for the extraordinary general meeting. Switchback has agreed to pay Morrow Sodali LLC a fee of $37,500, in addition to a performance fee of $50,000, plus disbursements. Switchback will reimburse Morrow Sodali LLC for reasonable out-of-pocket expenses and will indemnify

 

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Morrow Sodali LLC and its affiliates against certain claims, liabilities, losses, damages, and expenses. Switchback will also reimburse banks, brokers, and other custodians, nominees, and fiduciaries representing beneficial owners of Class A Ordinary Shares and Class B Ordinary Shares for their expenses in forwarding soliciting materials to beneficial owners of Class A Ordinary Shares and Class B Ordinary Shares and in obtaining voting instructions from those owners. Switchback’s directors and officers may also solicit proxies by telephone, by facsimile, by mail, on the Internet, or in person. They will not be paid any additional amounts for soliciting proxies.

 

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RISK FACTORS

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

Risks Related to Bird

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

Risks Related to Bird’s Business and Industry

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

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

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

 

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

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

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

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

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

 

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

 

•

forecast our revenue and budget for and manage our expenses;

 

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

 

•

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

 

•

manage our software platform and our business assets and expenses;

 

•

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

 

•

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

 

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

 

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maintain and enhance the value of our reputation and brand;

 

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effectively manage our growth and business operations;

 

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successfully expand our geographic reach;

 

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

 

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

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

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

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

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

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

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

 

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riders increasingly engage with other competitive products or services;

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

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

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

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

 

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

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

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

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

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

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

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

 

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

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

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

 

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changes in consumer demographics and public tastes and preferences;

 

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

 

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the availability and popularity of vehicle sharing; and

 

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

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

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

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

 

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

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

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

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

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

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

 

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

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

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

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

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

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

 

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

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

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

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

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

 

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

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

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

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

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

 

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

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

 

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longer operating histories;

 

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

 

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greater experience within the industry;

 

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stronger brand and consumer recognition regionally or worldwide;

 

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a larger user base;

 

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

 

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

 

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

 

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

 

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

 

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broader global distribution and presence.

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

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

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

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

 

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

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

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

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

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

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

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

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

 

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

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

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

 

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

 

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maintaining our company culture across our locations;

 

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

 

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compliance with statutory equity requirements in certain international markets;

 

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varying levels of Internet and mobile technology adoption and infrastructure;

 

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

 

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

 

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political, social and/or economic instability;

 

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

 

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

 

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fluctuations in currency exchange rates;

 

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

 

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higher levels of credit risk and payment fraud;

 

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enhanced difficulties of integrating acquisitions;

 

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

 

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management of tax consequences.

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

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

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

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

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

 

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

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

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

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

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

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

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

 

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

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

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

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

 

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

 

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the increasing size and geographic diversity of our workforce;

 

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

 

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

 

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

 

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the continued challenges of a rapidly evolving industry;

 

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

 

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

 

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the integration of new personnel and businesses from acquisitions.

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

Risks Related to Bird’s Intellectual Property and Technology

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

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

 

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

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

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

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

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

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

 

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