Filed Pursuant to Rule 424(b)(3)
Registration No. 333-261137

LOGO

BIRD GLOBAL, INC.

150,634,784 SHARES OF CLASS A COMMON STOCK

6,596,000 WARRANTS TO PURCHASE SHARES OF CLASS A COMMON STOCK

12,874,972 SHARES OF CLASS A COMMON STOCK UNDERLYING WARRANTS

 

 

This prospectus relates to the resale from time to time of (i) an aggregate of 148,409,784 shares of Class A common stock, par value $0.0001 per share (the “Class A common stock”), of Bird Global, Inc., a Delaware corporation (“Bird Global”), issued or issuable in connection with the Business Combination (as defined below), by the selling securityholders named in this prospectus (each a “selling securityholder” and, collectively, the “selling securityholders”), (ii) 6,596,000 warrants to purchase Class A common stock at an exercise price of $11.50 per share (the “Sponsor Warrants,” which includes 6,550,000 warrants that are “private placement warrants” under the Warrant Agreement (as defined below) (the “private placement warrants”) by certain of the selling securityholders, and (iii) the issuance by us and resale of up to 2,225,000 shares of Class A common stock reserved for issuance upon the settlement of stock-based awards. This prospectus also relates to the issuance by us of up to 12,874,972 shares of Class A common stock upon the exercise of outstanding private placement warrants and public warrants (the “public warrants” and, together with the private placement warrants, the “warrants”).

On November 4, 2021 (the “Acquisition Closing Date”), we consummated the transactions contemplated by that certain Business Combination Agreement, dated as of May 11, 2021, by and among Switchback II Corporation, a Cayman Islands exempted company (“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 (as amended from time to time, the “Business Combination Agreement”), which provided for: (1) the merger on November 3, 2021 of Switchback with and into Bird Global, with Bird Global surviving as a publicly traded entity and the sole owner of Merger Sub (the “Domestication Merger”); (2) the merger on the Acquisition Closing Date of Merger Sub with and into Bird, with Bird continuing as the surviving entity and a wholly owned subsidiary of Bird Global (the “Acquisition Merger”); and (3) the other transactions contemplated therein (collectively, the “Business Combination”).

We are registering the resale of shares of Class A common stock and Sponsor Warrants as required by (i) that certain Amended and Restated Registration Rights Agreement, dated as of the Acquisition Closing Date (as amended from time to time, the “Registration Rights Agreement”), by and among us, NGP Switchback II, LLC, a Delaware limited liability company (the “Sponsor”), certain affiliates of Switchback prior to the Acquisition Merger (together with the Sponsor, the “Switchback Holders”), and certain holders of Bird securities prior to the Acquisition Merger (the “Bird Holders”), and (ii) those certain subscription agreements, each dated May 11, 2021 (as amended from time to time, the “Subscription Agreements”), entered into by and between Switchback and certain qualified institutional buyers and accredited investors (the “PIPE Investors”) that purchased shares of Class A common stock in private placements consummated in connection with the Business Combination (the “PIPE Financing”). We are registering the issuance of shares of Class A common stock upon exercise of warrants as required by that certain Warrant Agreement, dated as of January 7, 2021, between Switchback and Continental Stock Transfer & Trust Company, as warrant agent (the “Warrant Agreement”).

We are also registering the issuance and resale of shares of Class A common stock reserved for issuance upon the settlement of stock-based awards held by certain of our current and former service providers.

We will receive the proceeds from any exercise of the warrants or stock options for cash, but not from the resale of any shares of Class A common stock or Sponsor Warrants by the selling securityholders covered by this prospectus.

We will bear all costs, expenses, and fees in connection with the registration of the shares of Class A common stock and Sponsor Warrants. The selling stockholders will bear all commissions and discounts, if any, attributable to their respective sales of the shares of Class A common stock and Sponsor Warrants.

Our shares of Class A common stock are listed on The New York Stock Exchange (the “NYSE”) under the symbol “BRDS.” On November 26, 2021, the closing sale price of our Class A common stock was $6.74 per share. Our public warrants are listed on the NYSE under the symbol “BRDS WS.” On November 26, 2021, the closing sale price of our public warrants was $1.37 per warrant.

We are an “emerging growth company” and a “smaller reporting company” under the federal securities laws and will be subject to reduced disclosure and public reporting requirements. See “Summary—Implications of Being an Emerging Growth Company and a Smaller Reporting Company.”

 

 

Investing in shares of our Class  A common stock or warrants involves risks that are described in the “Risk Factors” section beginning on page 14 of this prospectus.

Neither the U.S. Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of the securities to be issued under this prospectus or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is November 29, 2021.


TABLE OF CONTENTS

 

     Page  

ABOUT THIS PROSPECTUS

     ii  

BASIS OF PRESENTATION

     ii  

MARKET AND INDUSTRY DATA

     iii  

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

     iv  

SUMMARY

     1  

RISK FACTORS

     14  

USE OF PROCEEDS

     53  

DIVIDEND POLICY

     54  

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

     55  

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

     67  

BUSINESS

     92  

MANAGEMENT

     112  

EXECUTIVE COMPENSATION

     119  

BENEFICIAL OWNERSHIP OF SECURITIES

     126  

SELLING SECURITYHOLDERS

     130  

CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

     137  

DESCRIPTION OF CAPITAL STOCK

     143  

SHARES ELIGIBLE FOR FUTURE SALE

     155  

PLAN OF DISTRIBUTION

     158  

LEGAL MATTERS

     161  

EXPERTS

     161  

CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT

           

WHERE YOU CAN FIND MORE INFORMATION

     162  

INDEX TO FINANCIAL STATEMENTS

     F-1  

 

 

You should rely only on the information contained in this prospectus or any amendment or supplement to this prospectus. This prospectus is an offer to sell only the securities offered hereby, but only under the circumstances and in jurisdictions where it is lawful to do so. Neither we nor the selling securityholders have authorized anyone to provide you with information different from that contained in this prospectus or any amendment or supplement to this prospectus. Neither we nor the selling securityholders take any responsibility for, or can provide any assurance as to the reliability of, any information other than the information in this prospectus or any amendment or supplement to this prospectus. The information in this prospectus or any amendment or supplement to this prospectus is accurate only as of its date, regardless of the time of delivery of this prospectus or any amendment or supplement to this prospectus, as applicable, or any sale of the securities offered by this prospectus. Our business, financial condition, results of operations, and prospects may have changed since that date.

For Investors Outside the United States: We and the selling securityholders are offering to sell, and seeking offers to buy, the securities offered by this prospectus only in jurisdictions where offers and sales are permitted. Neither we nor the selling securityholders have done anything that would permit this offering or the possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the securities offered by this prospectus and the distribution of this prospectus outside the United States.

 

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ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement on Form S-1 that we filed with the SEC using the “shelf” registration process. Under the shelf registration process, the selling securityholders may, from time to time, sell the securities offered by them described in this prospectus through any means described in the section titled “Plan of Distribution.” More specific terms of any securities that the selling securityholders and their permitted transferees offer and sell may be provided in a prospectus supplement that describes, among other things, the specific amounts and prices of the securities being offered and the terms of the offering. This prospectus also relates to the issuance by us of shares of Class A common stock from time to time upon the occurrence of the events described in this prospectus.

We may also provide a prospectus supplement or post-effective amendment to the registration statement of which this prospectus forms a part to add information to, or update or change information contained in, this prospectus. Any statement contained in this prospectus will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in such prospectus supplement or post-effective amendment modifies or supersedes such statement. Any statement so modified will be deemed to constitute a part of this prospectus only as so modified, and any statement so superseded will be deemed not to constitute a part of this prospectus. You should read both this prospectus and any applicable prospectus supplement or post-effective amendment to the registration statement of which this prospectus forms a part together with the additional information to which we refer you in the section of this prospectus titled “Where You Can Find More Information.”

This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed, or will be incorporated by reference as exhibits to the registration statement of which this prospectus forms a part, and you may obtain copies of those documents as described below under “Where You Can Find More Information.”

BASIS OF PRESENTATION

Bird Global was incorporated under the laws of the State of Delaware on May 4, 2021 as a wholly owned subsidiary of Bird for the purpose of consummating the Business Combination. On November 3, 2021, Bird Global merged with and into Switchback, a Cayman Islands exempted company formed on October 7, 2020 for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization, or similar business combination involving Switchback and one or more businesses, with Bird Global continuing as the surviving entity. On the Acquisition Closing Date, Merger Sub merged with and into Bird, with Bird continuing as the surviving entity and as a wholly owned subsidiary of Bird Global. Unless otherwise indicated, the financial information included herein is that of Bird, which, following the Business Combination, became the business of Bird Global and its subsidiaries.

References to a year refer to our fiscal year ended on December 31 of the specified year.

Certain monetary amounts, percentages and other figures included herein have been subject to rounding adjustments. Accordingly, figures shown as totals in certain tables and charts may not be the arithmetic aggregation of the figures that precede them, and figures expressed as percentages in the text may not total 100% or, as applicable, when aggregated may not be the arithmetic aggregation of the percentages that precede them.

Unless the context otherwise requires, references in this prospectus to the “Company,” “Bird,” “we,” “us,” or “our” refer to the business of Bird Rides, Inc., a Delaware corporation, which became the business of Bird Global and its subsidiaries following the consummation of the Business Combination.

 

ii


MARKET AND INDUSTRY DATA

This prospectus includes, and any amendment or supplement to this prospectus may include, estimates regarding market and industry data and forecasts, which are based on our own estimates utilizing our management’s knowledge of and experience in, as well as information obtained from our subscribers, trade and business organizations, and other contacts in the market sectors in which we compete, and from statistical information obtained from publicly available information, industry publications and surveys, reports from government agencies, and reports by market research firms. We confirm that, where such information is reproduced herein, such information has been accurately reproduced and that, so far as we are aware and are able to ascertain from information published by publicly available sources and other publications, no facts have been omitted that would render the reproduced information inaccurate or misleading. Industry publications, reports, and other published data generally state that the information contained therein has been obtained from sources believed to be reliable, but we cannot assure you that the information contained in these reports, and therefore the information contained in this prospectus or any amendment or supplement to this prospectus that is derived therefrom, is accurate or complete. Our estimates of our market position may prove to be inaccurate because of the method by which we obtain some of the data for our estimates or because this information cannot always be verified with complete certainty due to the limits on the availability and reliability of raw data, the voluntary nature of the data gathering process, and other limitations and uncertainties. As a result, although we believe our sources are reliable, we have not independently verified the information and cannot guarantee its accuracy and completeness.

 

iii


CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This prospectus includes forward-looking statements. We based these forward-looking statements on our current expectations and projections about future events. All statements, other than statements of present or historical fact included in this prospectus, regarding our future financial performance and our strategy, expansion plans, future operations, future operating results, estimated revenues, losses, projected costs, prospects, plans, and objectives of our management are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “intend,” “believe,” “estimate,” “continue,” “project,” or the negative of such terms or other similar expressions. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions that may cause actual results, levels of activity, performance, or achievements to be materially different from any future results, levels of activity, performance, or achievements expressed or implied by such forward-looking statements. Except as otherwise required by applicable law, we disclaim any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date of this prospectus. We caution you that these forward-looking statements are subject to numerous risks and uncertainties, most of which are difficult to predict and many of which are beyond our control. Many factors could cause actual future events to differ materially from the forward-looking statements in this prospectus, including, but not limited to:

 

   

the COVID-19 pandemic and the impact of the actions taken to mitigate the pandemic;

 

   

our relatively short operating history and new and evolving business model;

 

   

the fact that we have incurred significant operating losses in the past and may not be able to achieve or maintain profitability in the future;

 

   

our ability to retain existing riders or add new riders, or maintain or increase our riders’ level of engagement with our products and services;

 

   

our ability to attract and continue to work with qualified Fleet Managers (as defined below), or manage Fleet Managers’ utilization rates;

 

   

changes to our pricing and its effect on our ability to attract or retain qualified Fleet Managers and riders;

 

   

our new and rapidly changing industry;

 

   

poor weather adversely affecting the use of our services, which causes seasonality in our business;

 

   

our ability to obtain vehicles that meet our quality specifications in sufficient quantities on commercially reasonable terms, which has been affected by global supply chain constraints;

 

   

our reliance on third-party insurance policies to insure us against vehicle-related risks and operations-related risks;

 

   

illegal, improper, or inappropriate activity of riders;

 

   

exposure to product liability in the event of significant vehicle damage or reliability issues;

 

   

our metrics and estimates, including the key metrics included in this prospectus, being subject to inherent challenges in measurement;

 

   

our reliance 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 (as defined below), and our ability to manage our relationships with such third parties and other payment-related risks;

 

   

competition representing an ongoing threat to the growth and success of our business;

 

   

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;

 

iv


   

our reliance on distributors to distribute and sell our consumer products offerings to retailers;

 

   

defects in our vehicles, mobile applications, or other services;

 

   

our presence and expansion in international markets, which exposes us to additional tax, compliance, market, and other risks;

 

   

our access to additional capital;

 

   

our ability to maintain our company culture;

 

   

our user growth and engagement on mobile devices depending upon effective operation with mobile operating systems, networks, and standards that we do not control;

 

   

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 reliance on third parties maintaining open marketplaces to distribute our application and provide the software we use in certain of our products and offerings;

 

   

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

 

   

intellectual property rights claims and other litigation;

 

   

data security breaches or other network or system outages or delays;

 

   

compliance with and changes in applicable laws or regulations;

 

   

action by governmental authorities to restrict access to our products and services in their localities;

 

   

lawsuits from local governmental entities, municipalities, and private citizens related to the conduct of our business;

 

   

our being a “controlled company” within the meaning of the NYSE rules and, as a result, qualifying for exemptions from certain corporate governance requirements, as a result of which our stockholders may not have the same protections afforded to stockholders of companies that are subject to such requirements;

 

   

failure to put in place appropriate and effective internal controls over financial reporting and disclosure controls and procedures; and

 

   

other factors detailed under the section of this prospectus entitled “Risk Factors.”

These forward-looking statements are based on information available as of the date of this prospectus and current expectations, forecasts, and assumptions, and involve a number of judgments, risks, and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date, and we do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events, or otherwise, except as may be required under applicable securities laws.

As a result of a number of known and unknown risks and uncertainties, our actual results or performance may be materially different from those expressed or implied by these forward-looking statements. You should not place undue reliance on these forward-looking statements.

 

v


SUMMARY

This summary highlights selected information from this prospectus and may not contain all of the information that is important to you in making an investment decision. Before investing in our securities, you should read this entire document carefully, including our financial statements and the related notes included in this prospectus and the information set forth under the headings “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Some of the statements in this prospectus constitute forward-looking statements. See “Cautionary Statement Regarding Forward-Looking Statements.”

Overview

Our Business

At Bird, we believe in leading the transition to clean, equitable transportation through innovation and technology. That means developing mobility solutions that put people and communities first.

In partnership with cities, Bird’s proprietary technology and operations are revolutionizing the existing transportation paradigm by making lightweight electric vehicles readily available to rent or own around the world. With the touch of a button, riders can conveniently transport themselves to work, to a local business, or anywhere else in their community in just minutes. Our products and services are designed with one goal in mind: to make cities more livable by reducing car usage, lowering carbon emissions, and improving the safety of all road users.

Bird’s cleaner, affordable, and on-demand mobility solutions are available in more than 350 cities across four continents, and we have only just begun. We take a collaborative, community-first approach to micromobility. By tailoring our operations to meet local transportation needs and collaborating with cities, we are actively reducing the hundreds of billions of trips under five miles made by gas-powered cars every year.

COVID-19 has accelerated the adoption of environmentally friendly, socially distanced transportation alternatives such as Bird. As the world enters a new, post-pandemic “normal,” we are continuing to work with cities to increase micromobility access and infrastructure investments and ensure that the shift to sustainable urban transportation continues long after the pandemic subsides.

Business Model

We categorize our offerings into Sharing and Product Sales (each as defined below). Centered on our proprietary technology and vehicle designs, our offerings are aimed at revolutionizing urban mobility.

Sharing

We generate substantially all of our revenue from our core vehicle-sharing operations, which we refer to as our “Sharing” business. The service provides riders with seamless, on-demand access to Bird vehicles, enabling them to locate, unlock, and pay for rides through our mobile application. Bird generates revenue on each trip taken on one of our shared vehicles. For a single ride, riders pay a fixed unlock fee to access the vehicle in addition to a market-level, per-minute price for each minute the vehicle is in use.

Local in-market operations for our Sharing business are either managed in-house (“In-House”) or with the support of a network of local logistics providers (“Fleet Managers”). Prior to the second quarter of 2020, substantially all of our in-market operations were conducted via the In-House operating model. After temporarily pausing operations at the onset of COVID-19, we rapidly shifted to the Fleet Manager operating model as a way to quickly relaunch and provide safe and socially distanced transportation options for our global city partners.

 

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Fleet Managers typically manage logistics for fleets of 100 or more Bird-owned vehicles in their local markets, driving meaningful scale on a hyper-local level. With the support of our central operations team and advanced technology platform, Fleet Managers manage the day-to-day logistics responsibilities required for proper fleet management, including deploying, repairing, rebalancing, and sanitizing Bird vehicles. Through a revenue share model, Fleet Managers make money on each ride taken on the vehicles in their care, creating built-in economic incentives to ensure these vehicles are properly maintained, frequently cleaned, and strategically placed to align with local demand. There are no upfront costs associated with becoming a Fleet Manager, and they typically utilize existing tools and resources to manage their fleet. As such, the Fleet Manager program provides economic advancement opportunities to local businesses, many of which were impacted by the COVID-19 pandemic.

Product Sales

Our “Product Sales” business, through which we offer consumers the opportunity to purchase Bird vehicles for personal use through the Bird website and in select retail stores, consists primarily of vehicle sales to retail customers. In order to scale our mission and provide greater access to micromobility solutions, we sell several Bird-designed vehicle models through select retail channels. In addition to increasing brand awareness, sales of our products bolster our top-line revenue while leveraging existing investment in vehicle research and development (“R&D”). These products are typically purchased, stored, sold, and delivered to retail partners by a network of contracted distributors.

The Business Combination

On November 3, 2021, as contemplated by the Business Combination Agreement, Switchback reincorporated to the State of Delaware by merging with and into Bird Global, with Bird Global surviving and becoming the sole owner of Merger Sub. At the effective time of the Domestication Merger, by virtue of the Domestication Merger: (a) each then-outstanding share of Bird Global’s common stock, par value $0.000001 per share, was 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”) was canceled and converted, on a one-for-one basis, into a share of 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”) was canceled and converted, on a one-for-one basis, into a share of Class B common stock, par value $0.0001 per share, of Bird Global (the “Class B common stock”) (with such shares of Class B common stock thereafter converting, on a one-for-one basis, into a share of Class A common stock in connection with the Acquisition Merger); (d) each then-outstanding warrant of Switchback (the “Switchback Warrants”) was assumed and converted automatically into a warrant to purchase one share of Class A common stock, pursuant to 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”), was canceled and converted into a unit of Bird Global (the “Bird Global Units”), each consisting of one share of Class A common stock and one-fifth of one public warrant.

On the Acquisition Closing Date, as contemplated by the Business Combination Agreement, Merger Sub merged with and into Bird, with Bird surviving the Acquisition Merger as a wholly owned subsidiary of Bird Global. Substantially concurrently with the consummation of the Acquisition Merger, the PIPE Investors purchased an aggregate of 16,000,000 shares of Class A common stock from Bird Global for a purchase price of $10.00 per share in the PIPE Financing pursuant to the Subscription Agreements.

On the Acquisition Closing Date, as contemplated by the Business Combination Agreement, immediately prior to the effective time of the Acquisition Merger, each then-outstanding share of preferred stock of Bird (“Bird Preferred Stock”) converted 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”).

 

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At the effective time of the Acquisition Merger, 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”), was 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 Bird Global (the “Class X common stock” and, together with the Class A common stock, the “common stock”) and (B) with respect to any other persons who held Bird Common Stock, the number of shares of Class A common stock, in each case, equal to the applicable exchange ratio (determined in accordance with the Business Combination Agreement) (the “Exchange Ratio”) and (ii) the contingent right to receive Earnout Shares (as defined below); (b) each then-outstanding and unexercised warrant of Bird (the “Bird Warrants”) was automatically assumed and converted into a warrant of Bird Global based on the Exchange Ratio and at an adjusted exercise price per share (determined in accordance with the Business Combination Agreement); (c) each then-outstanding and unexercised option to purchase shares of Bird Common Stock (a “Bird Option”) was converted into (i) an option exercisable for shares of Class A common stock based on the Exchange Ratio and (ii) the contingent right to receive Earnout Shares; (d) each then-outstanding award of Bird Restricted Stock was converted into (i) an award covering shares of Class A common stock based on the Exchange Ratio and (ii) the contingent right to receive Earnout Shares; and (e) each then-outstanding award of restricted stock units (“RSUs”) covering shares of Bird Common Stock (a “Bird RSU Award” and, together with Bird Options, “Bird Awards”) was converted into (i) a restricted stock unit award covering shares of Class A common stock based on the Exchange Ratio and (ii) the contingent right to receive Earnout Shares. At the effective time of the Acquisition Merger and in connection with the Acquisition Merger, each outstanding share of Class B common stock was converted, on a one-for-one basis, into a share of Class A common stock and each Bird Global Unit separated into one share of Class A common stock and one-fifth of one public warrant. No fractional warrants were issued upon such separation of the Bird Global Units.

Pursuant to the Business Combination Agreement, during the five-year period ending on November 4, 2026 (the “Earnout Period”) and as additional consideration for Bird’s interest acquired in connection with the Business Combination, within five business days after the occurrence of the Earnout Triggering Events (as defined below), we will issue or cause to be issued to each holder of (a) a share of Bird common stock or (b) a Bird Option, a Bird RSU Award, or shares of Bird Restricted Stock, in each case, immediately prior to the consummation of the Business Combination (each, an “Eligible Bird Equityholder”), with respect to each such triggering event, the following shares of our common stock (which will be equitably adjusted for stock splits, reverse stock splits, stock dividends, reorganizations, recapitalizations, reclassifications, combination, exchange of shares, or other like change or transaction with respect to common stock), which shares will be issued as shares of our Class X common stock to Travis VanderZanden, shares of our Class A common stock to all other Eligible Bird Equityholders, and shares of restricted Class A common stock issuable with respect to Bird Options, Bird Restricted Stock, and Bird RSU Awards, as the case may be (such shares, “Earnout Shares”), upon the terms and subject to the conditions set forth in the Business Combination Agreement and the ancillary agreements thereto:

 

   

upon the occurrence of Earnout Triggering Event I (as defined below), a one-time issuance of 10,000,000 Earnout Shares;

 

   

upon the occurrence of Earnout Triggering Event II (as defined below), a one-time issuance of 10,000,000 Earnout Shares; and

 

   

upon the occurrence of Earnout Triggering Event III (as defined below), a one-time issuance of 10,000,000 Earnout Shares.

For the avoidance of doubt, the Eligible Bird Equityholders with respect to a triggering event will be entitled to receive Earnout Shares upon the occurrence of each Earnout Triggering Event; provided, however, that each triggering event described above will only occur once, if at all, and in no event will the Eligible Bird Equityholders

 

3


be entitled to receive more than an aggregate of 30,000,000 Earnout Shares. See “Certain Relationships and Related Party Transactions—Earnout” for more information regarding the Earnout Shares

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

Immediately after giving effect to the Business Combination, there were 239,815,262 shares of Class A common stock outstanding (including the Switchback Founder Earn Back Shares), 34,534,930 shares of Class X common stock outstanding, 12,874,972 warrants outstanding (including 6,550,000 private placement warrants), and 59,908 warrants to purchase shares of Class A common stock at an exercise price of $13.36 per share (the “C-1 Warrants”). Upon the consummation of the Domestication Merger, the Class A ordinary shares, the Switchback Warrants, and the Switchback Units ceased trading on the NYSE, and the Class A common stock and warrants began trading on the NYSE under the symbols “BRDS” and “BRDS WS,” respectively. Following the consummation of the Business Combination, Bird Global’s ownership is as follows (without taking into account any shares such persons may have purchased in the open market prior to the consummation of the Business Combination):

 

   

Bird’s former stockholders own 205,464,639 shares of Class A common stock, or approximately 74.9% of the outstanding common stock, which represents approximately 22.1% of the voting power of Bird Global.

 

   

Switchback’s former public shareholders own 10,374,821 shares of Class A common stock, or approximately 3.8% of the outstanding common stock, which represents approximately 1.1% of the voting power of Bird Global.

 

   

The PIPE Investors own 16,000,000 shares of Class A common stock, or approximately 5.8% of the outstanding common stock, which represents approximately 1.7% of the voting power of Bird Global.

 

   

The Sponsor and its related parties and Switchback’s former initial shareholders own 7,906,250 shares of Class A common stock (including the Switchback Founder Earn Back Shares but excluding, for the avoidance of doubt, shares of Class A common stock issued in connection with the PIPE Financing, which shares are reflected in the preceding bullet), or approximately 2.9% of the outstanding common stock, which represents approximately 0.8% of the voting power of Bird Global.

 

   

Travis VanderZanden owns 34,534,930 shares of Class X common stock, or 100% of the outstanding Class X common stock or approximately 12.6% of the outstanding common stock, which represents approximately 74.2% of the voting power of Bird Global.

Summary Risk Factors

Our business is subject to numerous risks and uncertainties, including those highlighted in the section entitled “Risk Factors” immediately following this prospectus summary, that represent challenges that we face in

 

4


connection with the successful implementation of our strategy and the growth of our business. In particular, the following considerations, among others, may offset our competitive strengths or have a negative effect on our business strategy, which could cause a decline in the price of shares of our Class A common stock or warrants and result in a loss of all or a portion of your investment:

Risks Related to Our 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.

 

   

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.

 

   

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

 

   

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.

 

   

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.

 

   

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

 

   

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.

 

   

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

 

   

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.

 

   

Future operating results depend upon our ability to obtain vehicles that meet our quality specifications in sufficient quantities on commercially reasonable terms, which has been affected by global supply chain constraints.

 

   

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

 

   

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

Risks Related to Our 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.

 

   

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.

 

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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.

 

   

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

 

   

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

Risks Related to Laws and Regulations

 

   

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

 

   

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

Risks Related to this Offering and Ownership of Our Securities

 

   

Because we are a “controlled company” within the meaning of the NYSE rules, our stockholders may not have certain corporate governance protections that are available to stockholders of companies that are not controlled companies.

 

   

A significant portion of the total outstanding shares of our Class A common stock (or shares of our Class A common stock that may be issued in the future pursuant to conversion of our Class X common stock) are restricted from immediate resale but may be sold into the market in the near future. This could cause the market price of our securities to drop significantly, even if our business is doing well.

Corporate Information

Bird Global was incorporated under the laws of the State of Delaware on May 4, 2021. On November 3, 2021, Bird Global consummated the Domestication Merger, pursuant to which it became a publicly traded company. On the Acquisition Closing Date, Bird Global consummated the Acquisition Merger and is the direct parent of Bird.

Our principal executive office is located at 406 Broadway, Suite 369, Santa Monica, California 90401. Our telephone number is (866) 205-2442. Our website address is www.bird.co. Information contained on our website is not a part of this prospectus, and the inclusion of our website address in this prospectus is an inactive textual reference only.

This prospectus contains references to trademarks and service marks belonging to other entities. Solely for convenience, trademarks and trade names referred to in this prospectus may appear without the ® or TM symbols, but such references are not intended to indicate, in any way, that the applicable licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks and trade names. We do not intend our use or display of other companies’ trade names, trademarks, or service marks to imply a relationship with, or endorsement or sponsorship of it by, any other companies.

Implications of Being an Emerging Growth Company and a Smaller Reporting Company

We qualify as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). For so long as we remain an emerging growth company, we are permitted, and currently

 

6


intend, to rely on the following provisions of the JOBS Act that contain exceptions from disclosure and other requirements that otherwise are applicable to public companies and file periodic reports with the SEC. These provisions include, but are not limited to:

 

   

being permitted to present only two years of audited financial statements and selected financial data and only two years of related “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our periodic reports and registration statements, including this prospectus, subject to certain exceptions;

 

   

not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, as amended (the “Sarbanes-Oxley Act”);

 

   

reduced disclosure obligations regarding executive compensation in our periodic reports, proxy statements, and registration statements, including in this prospectus;

 

   

not being required to comply with any requirement that may be adopted by the Public Company Accounting Oversight Board (the “PCAOB”) regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements; and

 

   

exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

We will remain an emerging growth company until the earliest to occur of:

 

   

December 31, 2026 (the last day of the fiscal year that follows the fifth anniversary of the effectiveness of our Registration Statement on Form S-4 in connection with the Business Combination);

 

   

the last day of the fiscal year in which we have total annual gross revenue of at least $1.07 billion;

 

   

the date on which we are deemed to be a “large accelerated filer,” as defined in the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”); and

 

   

the date on which we have issued more than $1 billion in non-convertible debt over a three-year period.

We have elected to take advantage of certain of the reduced disclosure obligations in this prospectus and may elect to take advantage of other reduced reporting requirements in our future filings with the SEC. As a result, the information that we provide to our securityholders may be different than what you might receive from other public reporting companies in which you hold equity interests.

We have elected to avail ourselves of the provision of the JOBS Act that permits emerging growth companies to take advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies. As a result, we will not be subject to new or revised accounting standards at the same time as other public companies that are not emerging growth companies.

We are also a “smaller reporting company” as defined in the Exchange Act. We may continue to be a smaller reporting company even after we are no longer an emerging growth company. We may take advantage of certain of the scaled disclosures available to smaller reporting companies until the fiscal year following the determination that our voting and non-voting common stock held by non-affiliates is $250 million or more measured on the last business day of our second fiscal quarter, or our annual revenues are less than $100 million during the most recently completed fiscal year and our voting and non-voting common stock held by non-affiliates is $700 million or more measured on the last business day of our second fiscal quarter.

For additional information, see the section titled “Risk Factors—Risks Related to this Offering and Ownership of Our Securities—We qualify as an “emerging growth company” and a smaller reporting company, and the reduced disclosure requirements applicable to emerging growth companies and smaller growth companies may make our securities less attractive to investors.”

 

7


THE OFFERING

 

Issuer

Bird Global, Inc.

 

Securities Being Registered

We are registering the resale by the selling securityholders of an aggregate of 148,409,784 shares of Class A common stock and 6,596,000 Sponsor Warrants.

 

  We are also registering (i) the issuance by us and resale of up to 2,225,000 shares of Class A common stock reserved for issuance upon the settlement of stock-based awards, and (ii) the issuance by us of up to 12,874,972 shares of Class A common stock upon the exercise of outstanding warrants.

 

Terms of the Offering

The selling securityholders will determine when and how they will dispose of any shares of Class A common stock or Sponsor Warrants registered under this prospectus for resale.

 

  We will issue shares of Class A common stock (i) upon exercise of options to purchase Class A common stock pursuant to the terms of the Amended and Restated Bird Global, Inc. 2017 Stock Plan (the “2017 Plan”) and the applicable award agreement, (ii) upon the settlement of RSUs pursuant to the terms of the 2017 Plan and the applicable award agreement, and (iii) upon exercise of warrants pursuant to the terms of the Warrant Agreement.

 

Securities Outstanding Before this Offering

  239,815,262 shares of Class A common stock, representing approximately 5.8% of the combined voting power of all of our common stock;

 

   

34,534,930 shares of Class X common stock, representing approximately 74.2% of the combined voting power of all of our common stock;

 

   

12,874,972 warrants (including 6,550,000 private placement warrants), each exercisable for one share of Class A common stock at a price of $11.50 per share; and

 

   

59,908 C-1 Warrants, each exercisable for one share of Class A common stock at a price of $13.36 per share.

 

Securities Outstanding After this Offering

289,450,164 shares of Class A common stock (assuming the exercise for cash of all warrants and outstanding stock-based awards covered by this registration statement).

 

Use of Proceeds

All of the shares of Class A common stock and Sponsor Warrants offered by the selling securityholders will be sold by them for their respective accounts. We will not receive any of the proceeds from these sales.

 

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  The selling securityholders will pay any underwriting fees, discounts, selling commissions, stock transfer taxes, and certain legal expenses incurred by such selling securityholders in disposing of their shares of Class A common stock and Sponsor Warrants, and we will bear all other costs, fees, and expenses incurred in effecting the registration of such securities covered by this prospectus, including, without limitation, all registration and filing fees, NYSE listing fees, and fees and expenses of our counsel and our independent registered public accountants.

 

  We will receive any proceeds from the exercise of the warrants or stock options for cash, but not from the resale of the shares of Class A common stock issuable upon such exercise. We intend to use the proceeds received from the exercise of the warrants or stock options, if any, for general corporate purposes, which may include capital expenditures, potential acquisitions, growth opportunities, strategic transactions, and stock repurchases. However, we have not designated any specific uses and have no current agreement with respect to any acquisition or strategic transaction. See “Use of Proceeds.”

 

Risk Factors

See “Risk Factors” beginning on page 14 and other information included in this prospectus for a discussion of factors you should carefully consider before deciding to invest in the securities being offered by this prospectus.

 

Trading Symbols

Our Class A common stock and public warrants are listed and traded on the Nasdaq under the symbols “BRDS” and “BRDS WS,” respectively.

In this prospectus, unless otherwise indicated, the number of shares of Class A common stock outstanding and the other information based thereon reflects 239,815,262 shares of Class A common stock outstanding as of November 16, 2021 and does not reflect:

 

   

the issuance of the 30,000,000 Earnout Shares or the forfeiture of 1,976,563 Switchback Founder Earn Back Shares;

 

   

12,874,972 shares of Class A common stock issuable upon exercise of outstanding warrants at an exercise price of $11.50 per share;

 

   

59,908 shares of Class A common stock issuable upon exercise of outstanding C-1 Warrants at an exercise price of $13.36 per share;

 

   

34,534,930 shares of Class A common stock issuable upon conversion of outstanding shares of Class X common stock;

 

   

77,321,418 shares of Class A common stock initially reserved for future grant or issuance under the Bird Global, Inc. 2021 Incentive Award Plan (the “2021 Plan”) (which number does not include a possible annual increase on January 1 of each year beginning in 2022 and ending in 2031 by an amount equal to up to 5% of the aggregate number of shares of common stock outstanding on the final day of the immediately preceding calendar year);

 

   

5,485,613 shares of Class A common stock initially reserved for future issuance under the Bird Global, Inc. 2021 Employee Stock Purchase Plan (the “ESPP”) (which number does not include a possible

 

9


 

annual increase on January 1 of each year beginning in 2022 and ending in 2031 by an amount equal to up to 1% of the aggregate number of shares of common stock outstanding on the final day of the immediately preceding calendar year, up to a maximum number of 50,000,000 shares); or

 

   

17,820,688 shares of Class A common stock reserved for issuance under the 2017 Plan.

 

10


SUMMARY HISTORICAL AND PRO FORMA FINANCIAL DATA

The following table presents the summary historical consolidated financial and other data for Bird Rides, Inc. and its subsidiaries and the summary unaudited pro forma condensed combined financial data for Bird Global, Inc. (the “summary pro forma information”) for the periods and at the dates indicated. The Business Combination will be accounted for as a recapitalization under generally accepted accounting principles in the United States (“GAAP”). Under this method of accounting, Switchback is treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the financial statements of Bird Global will represent a continuation of the financial statements of Bird, with the Business Combination being treated as the equivalent of Bird issuing stock for the net assets of Switchback, accompanied by a recapitalization. The net assets of Switchback will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination will be presented as those of Bird in our future reports.

The summary historical consolidated statements of operations data of Bird for the years ended December 31, 2020 and 2019 and the historical consolidated balance sheet data as of December 31, 2020 and 2019 are derived from Bird’s audited consolidated financial statements included elsewhere in this prospectus. The summary historical consolidated statements of operations data of Bird for the year ended December 31, 2018 and the historical consolidated balance sheet data as of December 31, 2018 are derived from Bird’s unaudited consolidated financial statements not included in this prospectus. The summary historical condensed consolidated statements of operations data of Bird for the nine months ended September 30, 2021 and 2020 and the condensed consolidated balance sheet data as of September 30, 2021 are derived from Bird’s unaudited interim condensed consolidated financial statements included elsewhere in this prospectus. The unaudited consolidated financial statements of Bird have been prepared on the same basis as the audited consolidated financial statements and, in our opinion, have included all adjustments, which include normal recurring adjustments, necessary to present fairly in all material respects Bird’s financial position as of September 30, 2021, and its results of operations for the nine months ended September 30, 2021 and 2020.

The summary historical consolidated financial and other data of Switchback has not been presented because, prior to the consummation of the Business Combination, Switchback was a blank check company with no business transactions or activities, and assets or liabilities, during the periods presented, other than those activities, assets, and liabilities related to its search for a potential initial business combination.

Bird’s historical results are not necessarily indicative of the results that may be expected in the future and Bird’s results for the nine months ended September 30, 2021 are not necessarily indicative of the results that may be expected for the full year ending December 31, 2021 or any other period. The information below is only a summary and should be read in conjunction with the sections entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Unaudited Pro Forma Condensed Combined Financial Information,” and the consolidated financial statements, and the notes related thereto, of Bird and Switchback, which are included elsewhere in this prospectus.

The summary unaudited pro forma condensed combined balance sheet data as of September 30, 2021 give pro forma effect to the Business Combination as if it had occurred on September 30, 2021. The summary unaudited pro forma condensed combined statements of operations data for the nine months ended September 30, 2021 and the year ended December 31, 2020 give pro forma effect to the Business Combination as if it had occurred on January 1, 2020. Bird and Switchback did not have any historical relationship prior to the Business Combination. Accordingly, no pro forma adjustments were required to eliminate activities between the companies. The financial results may have been different had the companies always been combined.

The summary pro forma information have been derived from, and should be read in conjunction with, the unaudited pro forma condensed combined financial information of Bird Global appearing elsewhere in this

 

11


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

 

Summary Historical Statements of Operations Data           
     Nine Months Ended September 30,     Year Ended December 31,  
           2021                 2020           2020     2019     2018  
     (in thousands)  

Revenues:

      

Sharing

   $ 142,314       59,320     $ 79,941     $ 140,448     $ 58,463  

Product sales

     8,806       11,363       14,660       10,076       —    
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total revenues

     151,120       70,683       94,601       150,524       58,463  

Cost of sharing, exclusive of depreciation

     77,041       55,378       71,628       153,646       158,127  

Cost of product sales

     9,026       18,940       22,716       20,319       —    

Depreciation on revenue earning vehicles

     33,811       18,033       23,791       112,234       112,522  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Gross margin

     31,242       (21,668     (23,534     (135,675     (212,186

Other operating expenses:

          

General and administrative

     92,792       120,175       152,910       192,063       124,211  

Selling and marketing

     10,880       13,633       18,404       16,656       18,326  

Research and development

     19,096       28,265       34,376       40,836       14,282  

Tariff reimbursement

     —         (24,637     (24,986     —         —    
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total operating expenses

     122,768       137,436       180,704       249,555       156,819  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Loss from operations

     (91,526     (159,104     (204,238     (385,230     (369,005

Interest income

     —         —         282       1,837       —    

Interest expense, net

     (5,011     (5,006     (6,844     (6,792     —    

Other (expense) income, net

     (60,107     163       2,634       2,979       1,600  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Loss before income taxes

     (156,644     (163,947     (208,166     (387,206     (367,405

Provision for income taxes

     110       147       64       276       35  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net loss

     (156,754     (164,094   $ (208,230   $ (387,482   $ (367,440
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

Summary Historical Balance Sheet Data

        
     As of September 30,     As of December 31,  
     2021     2020     2019     2018  
     (in thousands)  

Total assets

   $ 394,773     $ 303,880     $ 268,779     $ 268,273  

Total liabilities

     246,661       119,646       138,808       62,408  

Total stockholders’ deficit

     (1,028,577     (860,048     (672,600     (316,492

Bird Preferred Stock

     1,176,689       1,044,282       802,571       522,357  

 

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Summary Pro Forma Statements of Operations Data

    
     Nine Months Ended
September 30,
    Year Ended
December 31,
 
     2021     2020  
     (in thousands)  

Revenues:

    

Sharing

   $ 142,314     $ 79,941  

Product sales

     8,806       14,660  
  

 

 

   

 

 

 

Total revenues

     151,120       94,601  

Cost of sharing, exclusive of depreciation

     77,041       71,628  

Cost of product sales

     9,026       22,716  

Depreciation on revenue earning vehicles

     33,811       23,791  
  

 

 

   

 

 

 

Gross margin

     31,242       (23,534
  

 

 

   

 

 

 

Tariff reimbursement

     —         (24,986

Research and development

     19,096       34,376  

Sales and marketing

     10,880       18,404  

General and administration

     97,002       166,676  
  

 

 

   

 

 

 

Total operating expenses

     126,978       194,470  
  

 

 

   

 

 

 

Loss from operations

     (95,736     (218,004
  

 

 

   

 

 

 

Interest expense

     (5,011     (6,844

Other (expense) income, net

     (60,898     (2,521

Interest income

     —         282  
  

 

 

   

 

 

 

Loss before income taxes

     (161,645     (227,087

Provision for income taxes

     110       64  
  

 

 

   

 

 

 

Net loss

   $ (161,755   $ (227,151
  

 

 

   

 

 

 

Adjustment to net loss attributable to common shareholders

     (13,298  

Net loss attributable to common shareholders

     (175,053  

Net loss per share of Class A common stock—basic and diluted

     (0.65     (0.84

Weighted average shares of Class A common stock outstanding—basic and diluted

     236,564,433       236,564,433  

Net loss per share of Class X common stock—basic and diluted

     (0.65     (0.84

Weighted average shares of Class X common stock outstanding—basic and diluted

     34,534,930       34,534,930  
  

 

 

   

 

 

 

 

Summary Pro Forma Balance Sheet Data

  
     As of September 30,  
     2021  
     (in thousands)  

Cash and cash equivalents

   $ 266,818  

Total assets

     617,410  

Total liabilities

     375,799  

Total stockholders’ equity

     241,611  

 

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RISK FACTORS

An investment in our securities involves a high degree of risk. You should consider carefully the risks and uncertainties described below, together with all of the other information contained in this prospectus, before deciding to invest in our securities. If any of the following events occur, our business, financial condition and operating results may be materially adversely affected. In that event, the trading price of our securities could decline, and you could lose all or part of your investment. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, may also become important factors that adversely affect our business or results of operations.

Risks Related to Our 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 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

 

14


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 make 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 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 (our Product Sales business), as well as through the white-labeled version of our products and services, which we refer to as the “Bird Platform.” We recently shifted our Sharing business from a company-operated model, which leveraged gig service providers and centralized service centers to charge and repair vehicles, to a model in which we utilize third-party logistics providers—“Fleet Managers”—to store, operate, maintain, and repair our vehicles.

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

 

   

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

 

   

forecast our revenue and budget for and manage our expenses;

 

   

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

 

   

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

 

   

manage our software platform and our business assets and expenses;

 

   

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

 

   

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

 

   

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

 

   

maintain and enhance the value of our reputation and brand;

 

   

effectively manage our growth and business operations;

 

   

successfully expand our geographic reach, including long-tail markets;

 

   

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

 

   

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

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

 

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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 our assets or offerings are otherwise not successful, our investments may not generate sufficient returns and our financial condition may be adversely affected. Additionally, as a public company, we expect stock-based compensation expense will continue to be a significant expense in future periods.

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

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

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

 

   

riders increasingly engage with other competitive products or services;

 

   

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

 

   

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

 

   

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

 

   

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

 

   

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

 

   

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

 

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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;

 

   

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

 

   

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

 

   

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

 

   

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

 

   

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

 

   

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

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

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

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

 

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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.

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.

 

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

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

 

   

changes in consumer demographics and public tastes and preferences;

 

   

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

 

   

the availability and popularity of vehicle sharing; and

 

   

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

Our ability to plan for development, distribution, and promotional activities will be significantly affected by our ability to anticipate and adapt to relatively rapid changes in the tastes and preferences of our current and potential riders. For example, we cannot be certain whether the COVID-19 pandemic will negatively impact the willingness of riders to use shared vehicles. In addition, we may be restricted from operating our Sharing business in certain jurisdictions due to public health and safety measures implemented in response to the COVID-19 pandemic. Further, expansion into long-tail markets is a key component of our growth strategy. Long-tail markets may differ in a number of ways from the more established markets in which we operate, including as a result of different tastes, preferences, and discretionary consumer spending. 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 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.

 

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Future operating results depend upon our ability to obtain vehicles that meet our quality specifications in sufficient quantities on commercially reasonable terms, which has been affected by global supply chain constraints.

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, global supply chain constraints, 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 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

 

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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 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.

 

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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 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.

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

 

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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.

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

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

 

   

longer operating histories;

 

   

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

 

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greater experience within the industry;

 

   

stronger brand and consumer recognition regionally or worldwide;

 

   

a larger user base;

 

   

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

 

   

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

 

   

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

 

   

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

 

   

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

 

   

broader global distribution and presence.

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

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

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

We rely upon our 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 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

 

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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.

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

 

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not realize the anticipated benefits or synergies of a transaction. If we fail to successfully integrate our past or future acquisitions, or the technologies associated with such acquisitions, the revenue and operating results of the combined company could be adversely affected. Each integration process requires significant time and resources, and we may not be able to manage the process successfully. We may not successfully evaluate or utilize the acquired technology or other assets or accurately forecast the financial impact of an acquisition transaction, including accounting charges. We may encounter difficulties in retaining key employees or business partners of an acquired company. There may be transaction-related lawsuits or claims, or adverse market reaction to an acquisition. We may not determine the appropriate purchase price of acquired companies, which may lead to the potential impairment of intangible assets and goodwill acquired in the acquisitions. Additionally, we may have to pay cash, incur debt, or issue equity securities to pay for any such acquisition, each of which could affect our financial condition or the value of our capital stock, result in dilution to our equityholders, increase our fixed obligations, or require us to comply with covenants or other restrictions that would impede our ability to manage our operations. The direct costs of these acquisitions, as well as the resources required to evaluate, negotiate, integrate, and promote these acquisitions, may divert significant time and resources from the general operation of our business and require significant attention from management, all of which could disrupt the ordinary functioning of our business and adversely affect our operating results.

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

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

 

   

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

 

   

maintaining our company culture across our locations;

 

   

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

 

   

compliance with statutory equity requirements in certain international markets;

 

   

varying levels of Internet and mobile technology adoption and infrastructure;

 

   

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

 

   

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

 

   

political, social and/or economic instability;

 

   

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

 

   

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

 

   

fluctuations in currency exchange rates;

 

   

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

 

   

higher levels of credit risk and payment fraud;

 

   

enhanced difficulties of integrating acquisitions;

 

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

 

   

management of tax consequences.

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

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

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

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

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

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

 

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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 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

 

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

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

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

 

   

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

 

   

the increasing size and geographic diversity of our workforce;

 

   

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

 

   

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

 

   

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

 

   

the continued challenges of a rapidly evolving industry;

 

   

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

 

   

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

 

   

the integration of new personnel and businesses from acquisitions.

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

Risks Related to Our 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 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

 

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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 marketplaces will not charge us fees to list our application for download. We believe that we have good relationships with each of Apple and Google. If we are not featured prominently on the Apple App Store and the Google Play Store, users may find it more difficult to discover our mobile applications, which would make it more difficult to generate significant revenue from them. We may also be required to spend significantly more on

 

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marketing campaigns to generate substantial revenue on these platforms. In addition, currently neither Apple nor Google charges a publisher when it features one of its apps. If either Apple or Google were to charge publishers to feature an app, it could cause our marketing expenses to increase considerably. Accordingly, any change or deterioration in our relationship with either Apple or Google could materially harm our business and likely cause the fair market value of our stock to decline.

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

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

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

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

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

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

Our technologies may not be able to withstand any third-party claims or rights against their use. The costs of supporting such litigation and disputes is considerable, and there can be no assurances that a favorable outcome will be obtained. We also may be required to settle such litigation and disputes on terms that are unfavorable and costly to us. The terms of any settlement or judgment may require us to cease some or all of our operations and/or pay substantial amounts to the other party. With respect to any intellectual property rights claim, we may have to seek a license to continue practices found to be in violation of a third party’s rights, which may not be

 

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available on reasonable terms or at all and may significantly increase our operating expenses. Our business and results of operations could be materially and adversely affected as a result.

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

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

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

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

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

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

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

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

To repair damaged or malfunctioning satellites is currently not economically feasible. If a significant number of satellites were to become inoperable, there could be a substantial delay before they are replaced with new satellites. A reduction in the number of operating satellites may impair the current utility of the GPS system

 

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and the growth of current and additional market opportunities. GPS satellites and ground control segments are being modernized. GPS modernization software updates can cause problems with GPS functionality. We depend on public access to open technical specifications in advance of GPS updates.

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

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

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

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

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

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

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

We have experienced and will likely continue to experience system failures and other events or conditions from time to time that interrupt the availability or reduce or affect the speed or functionality of our offerings. These events have resulted in, and similar future events could result in, losses of revenue. A prolonged interruption in the availability or reduction in the availability, speed, or other functionality of our offerings could adversely affect our business and reputation and could result in the loss of users. Moreover, to the extent that any system failure or similar event results in harm or losses to the users using our platform, we may make voluntary

 

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payments to compensate for such harm or the affected users could seek monetary recourse or contractual remedies from us for their losses and such claims, even if unsuccessful, would likely be time-consuming and costly for us to address.

Risks Related to Laws and Regulations

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

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

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

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

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

The European Union adopted the General Data Protection Regulation (the “GDPR”) in 2016, and it became effective in May 2018. The GDPR applies extraterritoriality and imposes stringent requirements for controllers

 

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

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

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

Additionally, certain actions of our users that are deemed to be a misuse of or unauthorized disclosure of another user’s personal data could negatively affect our reputation and brand and impose liability on us. The

 

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safeguards we have in place may not be sufficient to avoid liability on our part or avoid harm to our reputation and brand, especially if such misuse or unauthorized disclosure of personal data was high profile, which could adversely affect our ability to expand our user base, and our business and financial results.

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

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

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

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

Laws and regulations are continuously evolving, and compliance is costly and can require changes to our business practices and significant management time and effort. It is not always clear how existing laws apply to our business model. We strive to comply with all applicable laws, but the scope and interpretation of the laws

 

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that are or may be applicable to us is often uncertain and may conflict across jurisdictions. As we enter new businesses or introduce new lines of business, we may be subjected to ambiguous or broad laws and regulations which could adversely affect our operational costs.

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

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

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

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

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

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

 

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

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

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

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

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

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

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

 

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

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

Risks Related to Our Financial Results

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

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

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

We are exposed to fluctuations in currency exchange rates.

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

 

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We are subject to risks related to taxation in the United States.

Significant judgments based on interpretations of existing tax laws or regulations are required in determining our provision for income taxes. Our effective income tax rate could be adversely affected by various factors, including, but not limited to, changes in the mix of earnings in tax jurisdictions with different statutory tax rates, changes in the valuation of deferred tax assets and liabilities, changes in existing tax policies, laws, regulations, or rates, changes in the level of non-deductible expenses (including share-based compensation), changes in the location of our operations, changes in our future levels of research and development spending, mergers and acquisitions, or the results of examinations by various tax authorities. Although we believe our tax estimates are reasonable, if the U.S. Internal Revenue Service (the “IRS”) or any other taxing authority disagrees with the positions taken on our tax returns, we could have additional tax liability, including interest and penalties. If material, payment of such additional amounts upon final adjudication of any disputes could have a material impact on our results of operations and financial position.

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

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

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

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

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

Changes to applicable tax laws and regulations or exposure to additional income tax liabilities could affect our business and future profitability.

We are a U.S. corporation and thus will be subject to U.S. corporate income tax on our worldwide income. Further, since our operations and customers are located throughout the United States, we will be subject to various U.S. state and local taxes. U.S. federal, state, local, and non-U.S. tax laws, policies, statutes, rules, regulations, or ordinances could be interpreted, changed, modified, or applied adversely to us and may have an adverse effect on our business and future profitability.

For example, several tax proposals have been set forth that would, if enacted, make significant changes to U.S. tax laws. Such proposals include an increase in the U.S. income tax rate applicable to corporations (such as

 

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our company) from 21% to 28%. Congress may consider, and could include, some or all of these proposals in connection with tax reform that may be undertaken. It is unclear whether these or similar changes will be enacted and, if enacted, how soon any such changes could take effect. The passage of any legislation as a result of these proposals and other similar changes in U.S. federal income tax laws could adversely affect our business and future profitability.

As a result of plans to expand our business operations, including to jurisdictions in which tax laws may not be favorable, its obligations may change or fluctuate, become significantly more complex or become subject to greater risk of examination by taxing authorities, any of which could adversely affect our after-tax profitability and financial results.

In the event that our business expands domestically or internationally, our effective tax rates may fluctuate widely in the future. Future effective tax rates could be affected by operating losses in jurisdictions where no tax benefit can be recorded under GAAP, changes in deferred tax assets and liabilities, or changes in tax laws. Factors that could materially affect our future effective tax rates include, but are not limited to: (a) changes in tax laws or the regulatory environment; (b) changes in accounting and tax standards or practices; (c) changes in the composition of operating income by tax jurisdiction; and (d) pre-tax operating results of our business.

Additionally, we may be subject to significant income, withholding, and other tax obligations in the United States and may become subject to taxation in numerous additional U.S. state and local and non-U.S. jurisdictions with respect to income, operations, and subsidiaries related to those jurisdictions. Our after-tax profitability and financial results could be subject to volatility or be affected by numerous factors, including (a) the availability of tax deductions, credits, exemptions, refunds and other benefits to reduce tax liabilities, (b) changes in the valuation of deferred tax assets and liabilities, if any, (c) the expected timing and amount of the release of any tax valuation allowances, (d) the tax treatment of stock-based compensation, (e) changes in the relative amount of earnings subject to tax in the various jurisdictions, (f) the potential business expansion into, or otherwise becoming subject to tax in, additional jurisdictions, (g) changes to existing intercompany structure (and any costs related thereto) and business operations, (h) the extent of intercompany transactions and the extent to which taxing authorities in relevant jurisdictions respect those intercompany transactions, and (i) the ability to structure business operations in an efficient and competitive manner. Outcomes from audits or examinations by taxing authorities could have an adverse effect on our after-tax profitability and financial condition. Additionally, the IRS and several foreign tax authorities have increasingly focused attention on intercompany transfer pricing with respect to sales of products and services and the use of intangibles. Tax authorities could disagree with our intercompany charges, cross-jurisdictional transfer pricing or other matters and assess additional taxes. If we do not prevail in any such disagreements, our profitability may be affected.

Our after-tax profitability and financial results may also be adversely affected by changes in relevant tax laws and tax rates, treaties, regulations, administrative practices and principles, judicial decisions, and interpretations thereof, in each case, possibly with retroactive effect.

Risks Related to this Offering and Ownership of Our Securities

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

We qualify as an “emerging growth company,” as defined in Section 2(a)(19) of the Securities Act. For as long as we continue to be an emerging growth company, we may choose to take advantage of certain exemptions and relief from various reporting requirements that are applicable to other public companies, including, but not limited to: (i) not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act (“Section 404”); (ii) reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements; and (iii) exemptions from the requirements of holding nonbinding

 

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advisory votes on executive compensation and stockholder approval of any golden parachute payments not previously approved. We will remain an emerging growth company until December 31, 2016, though we may cease to be an emerging growth company earlier if (1) we have more than $1.07 billion in annual gross revenue, (2) we qualify as a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act, or (3) we issue, in any three-year period, more than $1.0 billion in non-convertible debt securities held by non-affiliates. We currently intend to take advantage of each of the reduced reporting requirements and exemptions described above. As a result, our securityholders may not have access to certain information they may deem important.

Further, the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. We have elected, and expect to continue to elect, not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of our financial statements with another public company, which is neither an emerging growth company nor a company that has opted out of using the extended transition period, difficult because of the potential differences in accounting standards used.

Additionally, we qualify as a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K under the Securities Act. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements in their periodic reports. We will remain a smaller reporting company until the last day of the fiscal year in which we fail to meet the following criteria: (i) the market value of our common stock held by non-affiliates does not exceed $250 million as of the end of that fiscal year’s second fiscal quarter; or (ii) our annual revenues do not exceed $100 million during such completed fiscal year and the market value of our common stock held by non-affiliates does not exceed $700 million as of the end of that fiscal year’s second fiscal quarter. To the extent we take advantage of such reduced disclosure obligations, it may also make comparison of our financial statements with other public companies difficult or impossible.

It is difficult to predict whether investors will find our securities less attractive as a result of our taking advantage of these exemptions and relief granted to emerging growth companies and smaller reporting companies. If some investors find our securities less attractive as a result, the trading prices of our securities may be lower than they otherwise would be, there may be a less active trading market for our securities and the market price of our securities may be more volatile.

When we lose our “smaller reporting company” and “emerging growth company” status, we will no longer be able to take advantage of certain exemptions from reporting, and we will also be required to comply with the auditor attestation requirements of Section 404. We will incur additional expenses in connection with such compliance and our management will need to devote additional time and effort to implement and comply with such requirements.

Because we are a “controlled company” within the meaning of the NYSE rules, our stockholders may not have certain corporate governance protections that are available to stockholders of companies that are not controlled companies.

So long as more than 50% of the voting power for the election of our directors is held by an individual, a group, or another company, we qualify as a “controlled company” within the meaning of the NYSE corporate governance standards. Travis VanderZanden controls over 70% of the voting power of our common stock. As a result, we are a “controlled company” within the meaning of the NYSE corporate governance standards and will not be subject to the requirements that would otherwise require us to have: (i) a majority of independent

 

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directors; (ii) a nominating committee comprised solely of independent directors; (iii) a compensation committee comprised solely of independent directors; and (iv) director nominees selected, or recommended for selection to our board of directors, by the nominating committee. Although we do not expect to initially rely on any of these exemptions, to the extent we do, holders of our securities will not have the same protections afforded to securityholders of companies that are subject to all of the corporate governance requirements of NYSE. Travis VanderZanden may have his interest in our company diluted due to future equity issuances or his own actions in selling shares of our common stock, in each case, which could result in a loss of the “controlled company” exemption under the NYSE listing rules. We would then be required to comply with those provisions of the NYSE listing requirements.

The requirements of being a public company require significant resources and management attention and affect our ability to attract and retain executive management and qualified board members.

As a newly public company, we will incur legal, regulatory, finance, accounting, investor relations, and other expenses that we did not previously incur as a private company, including costs associated with public company reporting requirements and costs of recruiting and retaining non-executive directors. We are subject to the Exchange Act, including the reporting requirements thereunder, the Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act, the NYSE rules, and other applicable securities rules and regulations. Compliance with these rules and regulations will increase our legal and financial compliance costs, make some activities more difficult, time-consuming, or costly (although these costs currently unable to be estimated with any degree of certainty), and increase demand on our systems and resources, particularly after we are no longer an “emerging growth company” or a “smaller reporting company.” The expenses incurred by public companies generally for reporting and corporate governance purposes have been increasing. Our management will need to devote a substantial amount of time to ensure that it complies with all of these requirements, diverting the attention of management away from revenue-producing activities. Further, these rules and regulations may make it more difficult and more expensive for us to obtain certain types of insurance, including directors’ and officers’ liability insurance, which could make it more difficult for us to attract and retain qualified members of our board of directors. We may be forced to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. In addition, enhanced legal and regulatory regimes and heightened standards relating to corporate governance and disclosure for public companies result in increased legal and financial compliance costs and make some activities more time consuming.

Pursuant to Section 404, once we are no longer an emerging growth company or a smaller reporting company, we may be required to furnish an attestation report on internal control over financial reporting issued by our independent registered public accounting firm. When our independent registered public accounting firm is required to undertake an assessment of its internal control over financial reporting, the cost of complying with Section 404 will significantly increase, and management’s attention may be further diverted from other business concerns, which could adversely affect our business and results of operations. We may need to hire more employees in the future or engage outside consultants to comply with the requirements of Section 404, which will further increase cost and expense.

If we are unable to satisfy our obligations as a public company, we could be subject to delisting of our Class A common stock and warrants, fines, sanctions, and other regulatory actions and potentially civil litigation.

Our sole material asset is our direct and indirect interests in our subsidiaries and, accordingly, we are dependent upon distributions from our subsidiaries to pay taxes and cover our corporate and other overhead expenses and pay dividends, if any, on our common stock.

We are a holding company and have no material assets other than our direct and indirect equity interests in our subsidiaries. We have no independent means of generating revenue. To the extent our subsidiaries have available cash, we will cause its subsidiaries to make distributions of cash to pay taxes, cover our corporate and

 

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other overhead expenses, and pay dividends, if any, on our common stock. To the extent that we need funds and our subsidiaries fail to generate sufficient cash flow to distribute funds to us or are restricted from making such distributions or payments under applicable law or regulation or under the terms of their financing arrangements, or are otherwise unable to provide such funds, our liquidity and financial condition could be materially adversely affected.

The unaudited pro forma condensed combined financial information included in this prospectus may not be indicative of what our actual financial position or results of operations would have been.

The unaudited pro forma condensed combined financial information for our company included in this prospectus is presented for illustrative purposes only and is not necessarily indicative of what our actual financial position or results of operations would have been had the Business Combination been completed on the dates indicated. See the section entitled “Unaudited Pro Forma Condensed Combined Financial Information” for more information.

If we fail to put in place appropriate and effective internal controls over financial reporting and disclosure controls and procedures, we may suffer harm to our reputation and investor confidence levels.

As a privately held company, we were not required to evaluate our internal control over financial reporting in a manner that meets the standards of publicly traded companies required by Section 404. As a public company, we will have significant requirements for enhanced financial reporting and internal controls.

The process of designing and implementing effective internal controls is a continuous effort that requires us to anticipate and react to changes in its business and the economic and regulatory environments and to expend significant resources to maintain a system of internal controls that is adequate to satisfy our reporting obligations as a public company. If we are unable to establish or maintain appropriate internal financial reporting controls and procedures, it could cause us to fail to meet our reporting obligations on a timely basis, result in material misstatements in our consolidated financial statements, and harm our operating results. In addition, we will be required, pursuant to Section 404, to furnish a report by our management on, among other things, the effectiveness of our internal control over financial reporting in our second Annual Report on Form 10-K following the completion of the Business Combination. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. This assessment will need to include disclosure of any material weaknesses identified by our management in our internal control over financial reporting. The rules governing the standards that must be met for our management to assess our internal control over financial reporting are complex and require significant documentation, testing, and possible remediation. Testing and maintaining internal controls may divert our management’s attention from other matters that are important to our business. If we are no longer an “emerging growth company” or a “smaller reporting company,” our auditors will be required to issue an attestation report on the effectiveness of our internal controls on an annual basis.

In connection with the implementation of the necessary procedures and practices related to internal control over financial reporting, we may identify deficiencies that we may not be able to remediate in time to meet the deadline imposed by the Sarbanes-Oxley Act for compliance with the requirements of Section 404. In addition, we may encounter problems or delays in completing the remediation of any deficiencies identified by our independent registered public accounting firm in connection with the issuance of their attestation report. Our testing, or the subsequent testing (if required) by our independent registered public accounting firm, may reveal deficiencies in our internal control over financial reporting that are deemed to be material weaknesses. A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the entity’s financial statements will not be prevented or detected on a timely basis. Any material weaknesses could result in a material misstatement of our annual or quarterly consolidated financial statements or disclosures that may not be prevented or detected. The existence of any material weakness would require management to devote significant time and incur significant

 

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expense to remediate any such material weakness, and our management may not be able to remediate any such material weakness in a timely manner.

If we fail to implement the requirements of Section 404 in the required timeframe once we are no longer an emerging growth company or a smaller reporting company, we may be subject to sanctions or investigations by regulatory authorities, including the SEC and the NYSE. Furthermore, if we are unable to conclude that our internal controls over financial reporting is effective, we could lose investor confidence in the accuracy and completeness of our financial reports, the market price of our securities could decline, and we could be subject to sanctions or investigations by regulatory authorities. Failure to implement or maintain effective internal control over financial reporting and disclosure controls and procedures required of public companies could also restrict our future access to the capital markets.

In connection with the audit of our consolidated financial statements for the year ended December 31, 2020 and preparation of our unaudited condensed consolidated financial statements for the nine months ended September 30, 2021, our management and auditors determined that material weaknesses existed in our internal control over financial reporting due to (i) ineffective controls to evaluate and review the accounting for equity and loss per share and (ii) limited accounting department personnel capable of appropriately accounting for complex transactions undertaken by us. In order to remediate these material weaknesses, we are in the process of implementing additional training and review processes related to the tracking of equity and hiring additional personnel with the appropriate experience to identify and evaluate complex technical accounting matters, commensurate with our financial reporting requirements.

Although we believe these actions will remediate the material weaknesses, there can be no assurance that the material weaknesses will be remediated on a timely basis or at all, or that additional material weaknesses will not be identified in the future. If we are unable to remediate the material weaknesses, our ability to record, process, and report financial information accurately, and to prepare financial statements within the time periods specified by the rules and forms of the SEC, could be adversely affected which, in turn, to may adversely affect our reputation and business and the market price of our securities.

An active, liquid trading market for our securities may not develop or be sustained.

There can be no assurance that an active trading market for our Class A common stock and warrants will develop, or, if such a market develops, that we will be able to maintain an active trading market for those securities on the NYSE or any other exchange in the future. If an active market for our securities does not develop or is not maintained, or if we fail to satisfy the continued listing standards of the NYSE for any reason and our securities are delisted, it may be difficult for our securityholders to sell their securities without depressing the market price for the securities or at all. An inactive trading market may also impair our ability to both raise capital by selling shares of capital stock, attract and motivate employees through equity incentive awards and acquire other companies, products, or technologies by using shares of capital stock as consideration.

The market price and trading volume of our securities may be volatile and could decline significantly.

Securities markets worldwide experience significant price and volume fluctuations. This market volatility, as well as general economic, market, or political conditions, could reduce the market price of our Class A common stock and warrants in spite of our operating performance, which may limit or prevent investors from readily selling their Class A common stock or warrants and may otherwise negatively affect the liquidity of our Class A common stock or warrants. There can be no assurance that the market price of Class A common stock and warrants will not fluctuate widely or decline significantly in the future in response to a number of factors, including, among others, the following, some of which are beyond our control:

 

   

actual or anticipated fluctuations in operating results;

 

   

failure to meet or exceed financial estimates and projections of the investment community or that we provide to the public;

 

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issuance of new or updated research or reports by securities analysts or changed recommendations for the industry in general;

 

   

success of competitors;

 

   

announcements of significant acquisitions, strategic partnerships, joint ventures, collaborations, or capital commitments;

 

   

operating and share price performance of other companies in the industry or related markets;

 

   

the timing and magnitude of investments in the growth of the business;

 

   

actual or anticipated changes in laws and regulations;

 

   

commencement of, or involvement in, or the outcomes of, litigation involving our company;

 

   

additions or departures of key management or other personnel;

 

   

increased labor costs;

 

   

disputes or other developments related to intellectual property or other proprietary rights, including litigation;

 

   

disputes or other developments related to allegations of misclassification of service providers, including Fleet Managers, as independent contractors, including litigation;

 

   

the ability to market new and enhanced solutions on a timely basis;

 

   

sales of substantial amounts of our Class A common stock by our directors, executive officers, or significant stockholders or the perception that such sales could occur;

 

   

the volume of our Class A common stock available for public sale;

 

   

changes in capital structure, including future issuances of securities or the incurrence of additional debt;

 

   

general economic, political and market conditions, including any impacts associated with the COVID-19 pandemic; and

 

   

other factors described in this “Risk Factors” section and elsewhere in this prospectus.

In addition, the stock market in general, and the stock prices of technology companies in particular, have experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of those companies. Broad market and industry factors may seriously affect the market price of our securities, regardless of actual operating performance. A loss of investor confidence in the market for retail stocks or the stocks of other companies that investors perceive to be similar to our company could depress our stock price regardless of our business, prospects, financial conditions, or results of operations. A decline in the market price of our securities also could adversely affect our ability to issue additional securities and our ability to obtain additional financing in the future. In addition, in the past, following periods of volatility in the overall market and the market price of a particular company’s securities, securities class action litigation has often been instituted against these companies. This litigation, if instituted, could result in substantial costs and a diversion of our management’s attention and resources.

If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, the price and trading volume of our securities could decline.

The trading market for our securities depends in part on the research and reports that securities or industry analysts publish about us or our business. We will not control these analysts, and the analysts who publish information about us may have relatively little experience with us or our industry, which could affect their ability to accurately forecast our results and could make it more likely that we fail to meet their estimates. If few or no

 

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securities or industry analysts cover our company, the trading price for our securities would be negatively impacted. If one or more of the analysts who covers us downgrades our securities, publishes incorrect or unfavorable research about us, ceases coverage of us, or fails to publish reports on us regularly, demand for and visibility of our securities could decrease, which could cause the price or trading volumes of our securities to decline.

We may be subject to securities class action litigation, which may harm its business and operating results.

Companies that have experienced volatility in the market price of their stock have been subject to securities class action litigation. We may be the target of this type of litigation in the future. Securities litigation against us could result in substantial costs and damages, and divert our management’s attention from other business concerns, which could seriously harm our business, results of operations, financial condition, or cash flows.

We may also be called on to defend ourself against lawsuits relating to its business operations. Some of these claims may seek significant damages amounts. Due to the inherent uncertainties of litigation, the ultimate outcome of any such proceedings cannot be accurately predicted. A future unfavorable outcome in a legal proceeding could have an adverse impact on our business, financial condition, and results of operations. In addition, current and future litigation, regardless of its merits, could result in substantial legal fees, settlements, or judgment costs and a diversion of our management’s attention and resources that are needed to successfully run our business.

The dual class structure of our common stock has the effect of concentrating voting control with Travis VanderZanden, our founder and Chief Executive Officer. This will limit or preclude your ability to influence corporate matters, including the outcome of important transactions, including a change in control.

Shares of our Class X common stock will have 20 votes per share, while shares of our Class A common stock will have one vote per share. Travis VanderZanden, our founder and Chief Executive Officer, holds all of the issued and outstanding shares of Class X common stock. Accordingly, Mr. VanderZanden holds over 70% of the voting power of our capital stock on a fully diluted basis and is able to control matters submitted to our stockholders for approval, including the election of directors, amendments of our organizational documents, and any merger, consolidation, sale of all or substantially all of our assets, or other major corporate transactions. Mr. VanderZanden may have interests that differ from yours and may vote in a way with which you disagree and which may be adverse to your interests. This concentrated control may have the effect of delaying, preventing or deterring a change in control of our company, could deprive our stockholders of an opportunity to receive a premium for their capital stock as part of a sale of our company, and might ultimately affect the market price of shares of our securities. For information about our dual class structure, see the section entitled “Description of Securities.”

Our dual class structure may depress the trading price of our securities.

We cannot predict whether our dual class structure will result in a lower or more volatile market price of our securities or in adverse publicity or other adverse consequences. For example, certain index providers have announced restrictions on including companies with multiple-class share structures in certain of their indexes. S&P Dow Jones and FTSE Russell have announced changes to their eligibility criteria for inclusion of shares of public companies on certain indices, including the S&P 500, pursuant to which companies with multiple classes of shares of common stock are excluded. In addition, several stockholder advisory firms have announced their opposition to the use of multiple class structures. As a result, the dual class structure of our common stock may cause stockholder advisory firms to publish negative commentary about our corporate governance practices or otherwise seek to cause us to change our capital structure. Any such exclusion from indices or any actions or publications by stockholder advisory firms critical of our corporate governance practices or capital structure could adversely affect the value and trading market of our securities.

 

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We have never paid cash dividends on our capital stock, and we do not anticipate paying dividends in the foreseeable future.

We have never paid cash dividends on our capital stock and currently intend to retain any future earnings to fund the growth of our business. Any determination to pay dividends in the future will be at the discretion of our board of directors and will depend on financial condition, operating results, capital requirements, general business conditions, and other factors that the board may deem relevant. As a result, capital appreciation, if any, of our Class A common stock will be the sole source of gain for the foreseeable future.

Anti-takeover provisions contained in our organizational documents and applicable laws could impair a takeover attempt.

Our Amended and Restated Certificate of Incorporation (our “Charter”) and Amended and Restated Bylaws (our “Bylaws”) will afford certain rights and powers to our board that could contribute to the delay or prevention of an acquisition that is deems undesirable. We have elected not to be governed by Section 203 of the Delaware General Corporation Law (the “DGCL”), but our Charter and Bylaws provide other restrictions that limit the ability of stockholders in certain situations to effect certain business combinations. Any of the foregoing provisions and terms that have the effect of delaying or deterring a change in control could limit the opportunity for stockholders to receive a premium for their shares of our Class A common stock, and could also affect the price that some investors are willing to pay for our securities.

There is no guarantee that our warrants will be in the money at the time they become exercisable, and they may expire worthless.

The exercise price for our warrants is $11.50 per share of Class A common stock. There is no guarantee that the warrants will be in the money following the time they become exercisable and prior to their expiration, and as such, they may expire worthless.

We may amend the terms of our warrants in a manner that may be adverse to holders of warrants with the approval by the holders of at least 50% of the then-outstanding public warrants. As a result, the exercise price of our warrants could be increased, the exercise period could be shortened, and the number of shares of Class A common stock purchasable upon exercise of a warrant could be decreased, all without a holder’s approval.

The warrants were issued in registered form under the Warrant Agreement. The Warrant Agreement provides that the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision, but requires the approval by the holders of at least 50% of the then-outstanding public warrants to make any change that adversely affects the interests of the registered holders of warrants. Accordingly, we may amend the terms of the warrants in a manner adverse to a holder if holders of at least 50% of the then- outstanding public warrants approve of such amendment. Although our ability to amend the terms of the warrants with the consent of at least 50% of the then-outstanding public warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of the public warrants, convert the warrants into cash or stock (at a ratio different than initially provided), shorten the exercise period, or decrease the number of shares of Class A common stock purchasable upon exercise of a warrant.

We may redeem unexpired public warrants prior to their exercise at a time that is disadvantageous to warrant holders, thereby making their warrants worthless.

We have the ability to redeem our outstanding public warrants at any time after they become exercisable and prior to their expiration, (i) at a price of $0.01 per warrant, provided that the last reported sales price of our Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends,

 

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reorganizations, recapitalizations, and the like), or (ii) at a price of $0.10 per warrant, provided that the last reported sales price of our Class A common stock equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations, and the like), in each case, for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we give proper notice of such redemption and provided certain other conditions are met. If and when the public warrants become redeemable by us, we may exercise our redemption right set forth in clause (i) above even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of the outstanding public warrants could force you to (a) exercise your warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (b) sell your warrants at the then-current market price when you might otherwise wish to hold your warrants, or (c) accept the nominal redemption price which, at the time the outstanding public warrants are called for redemption, is likely to be substantially less than the market value of your warrants. None of the private placement warrants will be redeemable by us for cash so long as they are held by the Sponsor or its permitted transferees.

In addition, we may redeem your warrants after they become exercisable for a number of shares of Class A common stock determined based on the redemption date and the fair market value of the Class A common stock. Any such redemption may have similar consequences to a cash redemption described above. In addition, such redemption may occur at a time when the warrants are “out-of-the-money,” in which case you would lose any potential embedded value from a subsequent increase in the value of the Class A common stock had your warrants remained outstanding.

A significant portion of the total outstanding shares of our Class A common stock (or shares of our Class A common stock that may be issued in the future pursuant to conversion of our Class X common stock) are restricted from immediate resale but may be sold into the market in the near future. This could cause the market price of our securities to drop significantly, even if our business is doing well.

Pursuant to the terms of our Bylaws and the Registration Rights Agreement, substantially all of our common stock outstanding as of the closing of the Business Combination may not be transferred until May 3, 2022 (the “Lock-Up Period”), subject to certain exceptions. Notwithstanding the foregoing, after March 4, 2022, if the Lock-Up Period is scheduled to end during a period which trading in our securities would not be permitted under our insider trading policy (a “Blackout Period”) or within five trading days prior to a Blackout Period, the Lock-Up Period will end ten trading days prior to the commencement of the Blackout Period. Following the expiration of the Lock-Up Period, our stockholders will not be restricted from selling shares of our common stock held by them or that may be received by them in exchange for warrants, as the case may be, other than by applicable securities laws. Additionally, the PIPE Investors are not restricted from selling any of their shares of Class A common stock, other than by applicable securities laws. As such, sales of a substantial number of shares of Class A common stock in the public market could occur at any time. These sales, or the perception in the market that the holders of a large number of shares intend to sell shares, could reduce the market price of our securities.

As restrictions on resale end and registration statements for the sale of shares of Class A common stock and warrants by the parties to the Registration Rights Agreement are available for use, the sale or possibility of sale of these shares of Class A common stock and warrants could have the effect of increasing the volatility in the market price of Class A common stock or warrants, or decreasing the market price itself.

Our warrants are accounted for as liabilities and the changes in value of our warrants could have a material effect on our financial results.

We are accounting for both the public warrants and the private placement warrants as a warrant liability. At each reporting period (1) the accounting treatment of the warrants will be re-evaluated for proper accounting treatment as a liability or equity and (2) the fair value of the liability of the public and private warrants will be remeasured and the change in the fair value of the liability will be recorded as other income (expense) in our

 

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income statement. Changes in the inputs and assumptions for the valuation model we use to determine the fair value of such liability may have a material impact on the estimated fair value of the embedded derivative liability. The share price of our Class A common stock represents the primary underlying variable that impacts the value of the liability related to the warrants, which are accounted for as derivative instruments. Additional factors that impact the value of the warrants as derivative instruments include the volatility of our stock price, discount rates, and stated interest rates. As a result, our financial statements and results of operations will fluctuate quarterly, based on various factors, such as the share price of our Class A common stock, many of which are outside of our control. In addition, we may change the underlying assumptions used in our valuation model, which could in result in significant fluctuations in our results of operations. If our stock price is volatile, we expect that we will recognize non-cash gains or losses on our warrants or any other similar derivative instruments each reporting period and that the amount of such gains or losses could be material. The impact of changes in fair value on earnings may have an adverse effect on the market price of our securities.

Delaware law and our Charter and Bylaws contain certain provisions, including anti-takeover provisions, that limit the ability of stockholders to take certain actions and could delay or discourage takeover attempts that stockholders may consider favorable.

Our Charter and Bylaws and the DGCL contain provisions that could have the effect of rendering more difficult, delaying, or preventing an acquisition that stockholders may consider favorable, including transactions in which stockholders might otherwise receive a premium for their shares. These provisions could also limit the price that investors might be willing to pay in the future for shares of our common stock, and therefore depress the trading price of our Class A common stock. These provisions could also make it difficult for stockholders to take certain actions, including electing directors who are not nominated by the current members of our board of directors or taking other corporate actions, including effecting changes in our management. Among other things, Charter and Bylaws include the following provisions:

 

   

a classified board of directors with staggered, three-year terms;

 

   

the ability of our board of directors to issue shares of preferred stock, including “blank check” preferred stock, and to determine the price and other terms of those shares, including preferences and voting rights, without stockholder approval, which could be used to significantly dilute the ownership of a hostile acquirer;

 

   

prohibition on cumulative voting in the election of directors, which limits the ability of minority stockholders to elect director candidates;

 

   

the limitation of the liability of, and the indemnification of, our directors and officers;

 

   

the ability of our board of directors to amend the Bylaws, which may allow our board of directors to take additional actions to prevent an unsolicited takeover and inhibit the ability of an acquirer to amend the Bylaws to facilitate an unsolicited takeover attempt; and

 

   

advance notice procedures with which stockholders must comply to nominate candidates to our board of directors or to propose matters to be acted upon at a stockholders’ meeting, which could preclude stockholders from bringing matters before annual or special meetings of stockholders and delay changes in our board of directors and also may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of us.

These provisions, alone or together, could delay or prevent hostile takeovers and changes in control or changes in our board of directors or management.

 

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Our Charter and Bylaws provide, subject to limited exceptions, that the Court of Chancery of the State of Delaware will be the sole and exclusive forum for certain stockholder litigation matters, which could limit stockholders’ ability to obtain a more favorable judicial forum for disputes with us or our directors, officers, employees, or stockholders.

Our Charter and Bylaws require, to the fullest extent permitted by law, that derivative actions brought in our name, actions against directors, officers, and employees for breach of fiduciary duty, and other similar actions may be brought in the Court of Chancery in the State of Delaware or, if that court lacks subject matter jurisdiction, another federal or state court situated in the State of Delaware. Any person or entity purchasing or otherwise acquiring any interest in shares of capital stock shall be deemed to have notice of and consented to the forum provisions in our Charter and Bylaws. In addition, our Charter and Bylaws provide that the federal district courts of the United States shall be the exclusive forum for the resolution of any complaint asserting a cause of action under the Securities Act and the Exchange Act.

In March 2020, the Delaware Supreme Court issued a decision in Salzburg et al. v. Sciabacucchi, which found that an exclusive forum provision providing for claims under the Securities Act to be brought in federal court is facially valid under Delaware law. It is unclear whether this decision will be appealed, or what the final outcome of this case will be. We intend to enforce this provision, but do not know whether courts in other jurisdictions will agree with this decision or enforce it.

This choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or any of our directors, officers, other employees, or stockholders, which may discourage lawsuits with respect to such claims. Alternatively, if a court were to find the choice of forum provision contained in our Charter and Bylaws to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm our business, operating results, and financial condition.

We may issue shares of preferred stock in the future, which could make it difficult for another company to acquire us or could otherwise adversely affect our securityholders, which could depress the price of our securities.

Our Charter authorizes us to issue one or more series of preferred stock. Our board of directors will have the authority to determine the relative rights, limitations, preferences, privileges, restrictions, and other terms of the shares of preferred stock and to fix the number of shares constituting any series and the designation of such series, without any further vote or action by stockholders. Our preferred stock could be issued with voting, liquidation, dividend, and other rights superior to the rights of Class A common stock. The potential issuance of preferred stock may delay or prevent a change in control of us, discourage bids for our securities at a premium to the market price, and materially and adversely affect the market price and the voting and other rights of the holders of our securities.

As a result of our business combination with a special purpose acquisition company, regulatory obligations may impact us differently than other publicly traded companies.

On the Acquisition Closing Date, we consummated the Business Combination with Switchback, a special purpose acquisition company, pursuant to which we became a publicly traded company. As a result of this transaction, regulatory obligations have, and may continue, to impact us differently than other publicly traded companies. For instance, the SEC and other regulatory agencies may issue additional guidance or apply further regulatory scrutiny to companies like us that have completed a business combination with a special purpose acquisition company. Managing this regulatory environment, which has and may continue to evolve, could divert management’s attention from the operation of our business, negatively impact our ability to raise additional capital when needed, or have an adverse effect on the price of our securities.

 

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Our warrants are exercisable for Class A common stock, which will increase the number of shares eligible for future resale in the public market and result in dilution to our stockholders.

There are 12,874,972 outstanding warrants to purchase an equal number of shares of Class A common stock at an exercise price of $11.50 per share, which warrants are exercisable beginning January 12, 2021, being the first anniversary of the initial public offering of Switchback, and 59,908 outstanding C-1 Warrants to purchase an equal number of shares of Class A common stock at an exercise price of $13.36 per share, exercisable immediately. To the extent such warrants are exercised, additional shares of Class A common stock will be issued, which will result in dilution to the holders of Class A common stock and increase the number of shares eligible for resale in the public market. Sales of substantial numbers of such shares in the public market or the fact that such warrants may be exercised could adversely affect the market price of our securities.

Under certain circumstances, the Sponsor and certain of Bird’s and Switchback’s former stockholders will be entitled to the Switchback Founder Earn Back Shares and the Earnout Shares, as applicable, which will increase the number of shares eligible for future resale in the public market and result in dilution to our stockholders.

If at any time prior to the end of the Earnout Period any Earnout Triggering Event is satisfied, the Eligible Bird Equityholders will entitled to an aggregate of 10,000,000 Earnout Shares per Earnout Triggering Event (for an aggregate of 30,000,000 Earnout Shares). Furthermore, (a) 988,281 Switchback Founder Earn Back Shares will no longer be subject to potential forfeiture if the average reported last sale price of one share of our Class A common stock quoted on the NYSE (or the exchange on which the shares of our Class A common stock are then listed) is greater than or equal to $12.50 for any ten trading days within any 20 consecutive trading day period within the Earnout Period and (b) 988,281 Switchback Founder Earn Back Shares will no longer be subject to potential forfeiture if the average reported last sale price of one share of our Class A common stock quoted on the NYSE (or the exchange on which the shares of our Class A common stock are then listed) is greater than or equal to $15.00 for any ten trading days within any 20 consecutive trading day period within the Earnout Period. To the extent any Earnout Shares are issued, or any Switchback Founder Earn Back Shares are no longer subject to forfeiture, there will be dilution to the holders of Class A common stock and an increase the number of shares eligible for resale in the public market. Sales of substantial numbers of such shares in the public market or the fact that such shares may be issued or sold could adversely affect the market price of our securities.

 

52


USE OF PROCEEDS

All of the shares of Class A common stock and Sponsor Warrants offered by the selling securityholders will be sold by them for their respective accounts. We will not receive any of the proceeds from these sales.

The selling securityholders will pay any underwriting fees, discounts, selling commissions, stock transfer taxes, and certain legal expenses incurred by such selling securityholders in disposing of their shares of Class A common stock and Sponsor Warrants, and we will bear all other costs, fees, and expenses incurred in effecting the registration of such securities covered by this prospectus, including, without limitation, all registration and filing fees, NYSE listing fees, and fees and expenses of our counsel and our independent registered public accountants.

We will receive any proceeds from the exercise of the warrants or stock options for cash, but not from the resale of the shares of Class A common stock issuable upon such exercise. Assuming the exercise of all outstanding warrants for cash, we will receive an aggregate of $148.1 million. There is no assurance that the holders of the warrants or stock options will elect to exercise for cash any or all of such warrants or stock options. To the extent that any warrants or stock options are exercised on a “cashless basis,” the amount of cash we would receive from the exercise of the warrants or stock options will decrease.

We intend to use the proceeds received from the exercise of the warrants or stock options, if any, for general corporate purposes, which may include capital expenditures, potential acquisitions, growth opportunities, and strategic transactions. However, we have not designated any specific uses and have no current agreement with respect to any acquisition or strategic transaction.

 

53


DIVIDEND POLICY

We have not paid any cash dividend on our common stock to date, and have no current plans to pay dividends on our common stock. The declaration, amount, and payment of any future dividends on shares of common stock is at the sole discretion of our board of directors, and we may reduce or discontinue entirely the payment of such dividends at any time. Our board of directors may take into account general and economic conditions, our financial condition and operating results, our available cash and current and anticipated cash needs, capital requirements, contractual, legal, tax, and regulatory restrictions, and implications on the payment of dividends by us to our stockholders or by our subsidiaries to us, and such other factors as our board of directors may deem relevant. Any financing arrangements that we or our subsidiaries enter into may include restrictive covenants that limit our ability to pay dividends.

 

54


UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION

The following unaudited pro forma condensed combined balance sheet as of September 30, 2021 and the unaudited pro forma condensed combined statements of operations for the year ended December 31, 2020 and the nine months ended September 30, 2021 present the combined financial information of Switchback and Bird after giving effect to the Business Combination and related adjustments described in the accompanying notes.

The unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X, as amended by the final rule, Release 33 10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses.” The following unaudited pro forma condensed combined statements of operations for the year ended December 31, 2020 and the nine months ended September 30, 2021 give pro forma effect to the Business Combination as if it had occurred on January 1, 2020. The unaudited pro forma condensed combined balance sheet as of September 30, 2021 gives pro forma effect to the Business Combination as if it was completed on September 30, 2021.

The unaudited pro forma condensed combined financial information is based on and should be read in conjunction with the audited historical financial statements of Switchback and the related notes thereto as of December 31, 2020 and for the period from October 7, 2020 (inception) through December 31, 2020, the audited historical financial statements of Bird and the related notes thereto as of and for the year ended December 31, 2020, the unaudited historical condensed financial statements of each of Switchback and Bird as of and for the nine months ended September 30, 2021, the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and the other financial information included in this prospectus.

The unaudited pro forma condensed combined financial statements have been presented for illustrative purposes only and do not necessarily reflect what our financial condition or results of operations would have been had the Business Combination occurred on the dates indicated. Further, the unaudited pro forma condensed combined financial information may not be useful in predicting our future financial condition and results of operations. The actual financial position and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors. The unaudited pro forma adjustments represent estimates based on information available as of the date of these unaudited pro forma condensed combined financial statements and are subject to change as additional information becomes available and analyses are performed.

On May 11, 2021, Switchback entered into the Business Combination Agreement with Bird, under the terms of which, Bird and Switchback each created wholly owned subsidiaries, Bird Global and Merger Sub, respectively. Pursuant to the terms of the Business Combination Agreement, at the Domestication Merger, Switchback merged with Bird Global, with Bird Global remaining as the surviving entity, and Merger Sub becoming Bird Global’s wholly owned subsidiary. Following the Domestication Merger, at the Acquisition Merger, Merger Sub merged with Bird, with Bird remaining as the surviving entity and a wholly owned subsidiary of Bird Global. Following the Acquisition Merger, Bird Global is the surviving corporation. The consideration provided to Bird stockholders and Switchback shareholders in the Business Combination consisted entirely of our common stock valued at $10.00 per share.

 

55


UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

AS OF SEPTEMBER 30, 2021

(in thousands, except number of shares amounts)

 

    Switchback
(Historical)
    Bird
(Historical)
    Pro Forma
Adjustments
        Pro Forma
Combined
 

ASSETS

         

Cash and cash equivalents

  $ 135     $ 38,667     $ 228,016     2(a)(c)(d)(e)   $ 266,818  

Restricted cash and cash equivalents—current

    —         23,027       —           23,027  

Accounts receivable, net

    —         473       —           473  

Inventory

    —         17,735       —           17,735  

Prepaid expenses and other current assets

    646       18,755       (6,160   2(c)     13,241  
 

 

 

   

 

 

   

 

 

     

 

 

 

Total Current Assets

    781       98,657       221,856         321,294  
 

 

 

   

 

 

   

 

 

     

 

 

 

Property and equipment—net

    —         1,852       —           1,852  

Vehicle deposits

    —         70,380       —           70,380  

Vehicles, net

    —         91,517       —           91,517  

Goodwill

    —         124,059       —           124,059  

Restricted cash and cash equivalents—non current

    —         —         —           —    

Other assets

    —         8,308       —           8,308  

Cash held in Trust Account

    316,269       —         (316,269   2(a)(d)     —    
 

 

 

   

 

 

   

 

 

     

 

 

 

Total Assets

  $ 317,050     $ 394,773     $ (94,413     $ 617,410  
 

 

 

   

 

 

   

 

 

     

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

         

Accounts payable

    32       9,637       —           9,669  

Note payable—current

    —         11,274       —           11,274  

Accrued expenses

    4,371       23,468       4,990   2(c)     32,829  

Deferred revenue

    —         45,332       —           45,332  

Due to related party

    340       —         (340   2(b)     —    

Other current liabilities

    —         6,909       340     2(b)     7,249  
 

 

 

   

 

 

   

 

 

     

 

 

 

Total Current Liabilities

    4,743       96,620       4,990         106,353  
 

 

 

   

 

 

   

 

 

     

 

 

 

Deferred legal fees

    175       —         (175   2(b)     —    

Derivative liability

    —         142,777       (142,777   2(g)     —    

Other liabilities

    —         7,264       242,519     2(k)     249,783  

Switchback public and private placement warrants

    18,163       —         1,500     2(a)     19,663  

Deferred underwriting commissions

    11,069       —         (11,069   2(b)     —    
 

 

 

   

 

 

   

 

 

     

 

 

 

Total Liabilities

    34,150       246,661       94,988         375,799  
 

 

 

   

 

 

   

 

 

     

 

 

 

Commitments and Contingencies

         

Redeemable convertible senior preferred stock, $0.000001 par value, 37,500,000 shares authorized and 29,234,172 shares issued and outstanding as of September 30, 2021

    —         132,407       (132,407   2(g)     —    

Redeemable convertible prime preferred stock and exchanged common stock, $0.000001 par value, 154,060,656 shares authorized and 153,738,961 shares issued and outstanding as of September 30, 2021

    —         1,044,282       (1,044,282   2(g)     —    

Class A ordinary shares, $0.0001 par value, 31,625,000 shares subject to possible redemption at $10 per share

    316,250       —         (316,250   2(h)     —    

Stockholders’ Equity

    —         —         —           —    

Bird founders convertible preferred stock, $0.000001 par value, 7,492,443 shares authorized and 4,540,177 shares issued and outstanding

    —         —         —           —    

Bird Common Stock, $0.000001 par value, 287,921,028 authorized and 61,929,594 shares outstanding

    —         —         —           —    

Preference shares, $0.0001 par value, 500,000,000 shares authorized, none issued and outstanding

    —         —         —       2(e)(h)     —    

Class A ordinary shares, $0.0001 par value, 500,000,000 shares authorized, 3,397,048 shares issued and outstanding (excluding 28,227,952 subject to possible redemption)

    —         —         —           —    

Class B ordinary shares, $0.0001 par value, 50,000,000 shares authorized, 7,906,250 shares issued and outstanding

    1       —         (1   2(i)     —    

Class A common stock

    —         —         54     2(h)(g)(i)     54  

Class X common stock

    —         —         3     2(g)     3  

Additional paid-in capital

    —         84,114       1,311,039     2(c)(l)     1,395,153  

Accumulated other comprehensive income (loss)

    —         9,770       —           9,770  

Accumulated deficit

    (33,351     (1,122,461     (7,557   2(c)(j)     (1,163,369
 

 

 

   

 

 

   

 

 

     

 

 

 

Total Stockholders’ Equity

    (33,350     (1,028,577     1,303,538         241,611  
 

 

 

   

 

 

   

 

 

     

 

 

 

Total Liabilities, Redeemable Stock and Stockholders’ Equity

  $ 317,050     $ 394,773     $ (94,413     $ 617,410  
 

 

 

   

 

 

   

 

 

     

 

 

 

 

56


UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2021

(in thousands, except number of shares and per share amounts)

 

    Switchback
(Historical)
    Bird
(Historical)
    Pro Forma
Adjustments
        Pro Forma
Combined
 

Revenues

         

Sharing

  $ —     $ 142,314     $ —       $ 142,314  

Product Sales

    —         8,806       —           8,806  
 

 

 

   

 

 

   

 

 

     

 

 

 

Total revenues

    —         151,120       —           151,120  

Cost of Sharing, exclusive of depreciation

    —         77,041       —           77,041  

Cost of Product Sales

    —         9,026       —           9,026  

Depreciation on revenue earning vehicles

    —         33,811       —           33,811  
 

 

 

   

 

 

   

 

 

     

 

 

 

Gross margin

    —         31,242       —           31,242  
 

 

 

   

 

 

   

 

 

     

 

 

 

Research and development

    —         19,096       —           19,096  

Sales and marketing

    —         10,880       —           10,880  

General and administration

    5,475       92,792       (1,265   3(a)(b)(d)     97,002  

Administrative expenses—related party

    173       —         (173   3(a)     —    
 

 

 

   

 

 

   

 

 

     

 

 

 

Total operating expenses

    5,648       122,768       (1,438       126,978  
 

 

 

   

 

 

   

 

 

     

 

 

 

Loss from operations

    (5,648     (91,526     1,438         (95,736
 

 

 

   

 

 

   

 

 

     

 

 

 

Interest expense

    —         (5,011     —           (5,011

Other income (expense), net

    —         (60,107     (791   3(a)     (60,898

Change in fair value of derivative warrant liabilities

    997       —         (997   3(a)     —    

Financing costs—derivative warrant liabilities

    (567     —         567     3(a)     —    

Loss upon issuance of private placement warrants

    (1,221     —         1,221     3(a)     —    

Net gain from investments held in Trust Account

    19       —         (19   3(c)     —    
 

 

 

   

 

 

   

 

 

     

 

 

 

Loss before income taxes

    (6,420     (156,644     1,419         (161,645
 

 

 

   

 

 

   

 

 

     

 

 

 

Provision for income taxes

    —         110       —           110  
 

 

 

   

 

 

   

 

 

     

 

 

 

Net loss

  $ (6,420   $ (156,754   $ 1,419       $ (161,755

Adjustment to net loss attributable to common shareholders

    —         (13,298     —           (13,298
 

 

 

   

 

 

   

 

 

     

 

 

 

Net loss attributable to common shareholders

  $ (6,420   $ (170,052   $ 1,419       $ (175,053
 

 

 

   

 

 

   

 

 

     

 

 

 

Net loss per Class A ordinary share—basic and diluted

  $ (0.17 )        

Weighted average Class A ordinary shares outstanding—basic and diluted

    30,350,733          

Net loss per Class B ordinary share—basic and diluted

  $ (0.17        

Weighted average Class B ordinary shares outstanding—basic and diluted

    7,864,698          

Net loss per share of Bird Common Stock—basic and diluted

    $ (3.04      

Weighted average shares of outstanding of Bird Common Stock—basic and diluted

      55,865,840        

Net loss per share of Class A common stock—basic and diluted

          $ (0.65

Weighted average shares of Class A common stock outstanding—basic and diluted

            236,564,433  

Net loss per share of Class X common stock—basic and diluted

          $ (0.65

Weighted average shares of Class X common stock outstanding—basic and diluted

            34,534,930  

 

57


UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2020

(in thousands, except number of shares and per share amounts)

 

    Switchback
(Historical)
    Bird
(Historical)
    Bird Preferred
Conversion
and Senior
Preferred
Financing
    Switchback
IPO
    Combined     Pro Forma
Adjustments
        Pro Forma
Combined
 

Revenues

               

Sharing

  $ —     $ 79,941     $ —     $ —     $ 79,941     $ —       $ 79,941  

Product Sales

    —         14,660       —         —         14,660       —           14,660  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

     

 

 

 

Total revenues

    —         94,601       —         —         94,601       —           94,601  

Cost of Sharing, exclusive of depreciation

    —         71,628       —         —         71,628       —           71,628  

Cost of Product Sales

    —         22,716       —         —         22,716       —           22,716  

Depreciation on revenue earning vehicles

    —         23,791       —         —         23,791       —           23,791  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

     

 

 

 

Gross margin

    —         (23,534     —         —         (23,534     —           (23,534
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

     

 

 

 

Tariff reimbursement

    —         (24,986     —         —         (24,986     —           (24,986

Research and development

    —         34,376       —         —         34,376       —           34,376  

Sales and marketing

    —         18,404       —         —         18,404       —           18,404  

General and administration

    35       152,910       —         —         152,945       13,731     4(a)(c)     166,676  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

     

 

 

 

Total operating expenses

    35       180,704       —         —         180,739       13,731         194,470  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

     

 

 

 

Loss from operations

    (35     (204,238     —         —         (204,273     (13,731       (218,004
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

     

 

 

 

Interest expense

    —         (6,844     —         —         (6,844     —           (6,844

Other income (expense), net

    —         2,634       (6,363     (1,240     (4,969     2,448     4(b)     (2,521

Interest income

    —         282       —         —         282       —           282  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

     

 

 

 

Loss before income taxes

    (35     (208,166     (6,363     (1,240     (215,804     (11,283       (227,087
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

     

 

 

 

Provision for income taxes

    —         64       —         —         64       —           64  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

     

 

 

 

Net loss

  $ (35   $ (208,230   $ (6,363   $ (1,240   $ (215,868   $ (11,283     $ (227,151
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

     

 

 

 

Net loss per Class A ordinary share—basic and diluted

               

Weighted average Class A ordinary shares outstanding—basic and diluted

               

Net loss per Class B ordinary share—basic and diluted

  $ (0.01              

Weighted average Class B ordinary shares outstanding—basic and diluted

    6,875,000                

Net loss per share of Bird Common Stock—basic and diluted

    $ (4.90            

Weighted average shares of outstanding of Bird Common Stock—basic and diluted

      42,482,507              

Net loss per share of Class A common stock—basic and diluted

                $ (0.84

Weighted average shares of Class A common stock outstanding—basic and diluted

                  236,564,433  

Net loss per share of Class X common stock—basic and diluted

                $ (0.84

Weighted average shares of Class X common stock outstanding—basic and diluted

                  34,534,930  

 

58


NOTES TO THE UNAUDITED PRO FORMA CONDENSED FINANCIAL INFORMATION

Note 1—Description of the Business Combination

On May 11, 2021, Switchback entered into the Business Combination Agreement with Bird, under the terms of which Switchback would acquire Bird through a series of transactions and Bird Global would become a publicly listed entity. After giving effect to the Business Combination, Bird Global owns, directly or indirectly, all of the issued and outstanding equity interests of Bird and its subsidiaries and Switchback’s shareholders hold a portion of the Class A common stock.

In connection with consummation of the Business Combination, Switchback’s Class A ordinary shares and Class B ordinary shares were converted into shares of Class A common stock on a one-for-one basis. Each of the then-outstanding Switchback Warrants converted on a one-for-one basis into warrants to acquire one share of Bird Global’s Class A common stock. The warrants are exercisable at any time commencing on January 12, 2022 (being the date that is the later of 30 days after the Acquisition Closing Date and 12 months from the closing of Switchback’s initial public offering).

On the Acquisition Closing Date, each outstanding share of Bird Common Stock as of immediately prior to the effective time of the Business Combination (including each share of Bird Preferred Stock that converted on a one-for-one basis into shares of Bird Common Stock immediately prior to such time) was converted into share of Bird Global’s common stock based on the Exchange Ratio, and each outstanding Bird Award was canceled and converted into awards of Bird Global based on the Exchange Ratio. Bird Global’s common stock includes both Class A common stock and Class X common stock. Class X common stock is held exclusively by Bird’s founder, Travis VanderZanden, and provides for 20 votes per share.

In connection with the execution of the Business Combination Agreement, Switchback entered into subscription agreements with the PIPE Investors, pursuant to which the PIPE Investors agreed to purchase, in the aggregate, 16,000,000 shares of Class A common stock at $10.00 per share for an aggregate commitment of $160.0 million in the PIPE Financing.

Subject to the terms and conditions set forth in the Business Combination Agreement, Bird’s stockholders received aggregate consideration with a value equal to approximately $2 billion, which consisted entirely of approximately $2 billion in shares of common stock at the closing of the Business Combination, or 240.0 million shares based on an assumed stock price of $10.00 per share. Bird stockholders and Bird Awards holders will receive contingent consideration of up to 30.0 million shares contingent upon achieving certain market-based share price thresholds within the Earnout Period. Bird stockholders and Bird Awards holders are also entitled to Earnout Shares if a change of control occurs within the Earnout Period, and the implied per share value of consideration transferred in such change of control meets the aforementioned market-based share price thresholds. Earnout Shares issuable to unvested Bird Award holders is considered a stock-based compensation award due to continued service requirements, and therefore will be accounted for as stock-based compensation (see further discussion in Note 6).

In connection with the Business Combination, holders of Switchback’s Class B ordinary shares agreed to forfeit up to 1,976,563 Switchback Founder Earn Back Shares if certain market-based share price thresholds are not achieved within the Earnout Period. Holders of Class B ordinary shares are also entitled to Switchback Founder Earn Back Shares if a change of control occurs within the Earnout Period, and the implied per share value of consideration transferred in such change of control meets the aforementioned market-based share price thresholds.

 

59


The following summarizes the pro forma shares of common stock outstanding, excluding the potential dilutive effect of the Earnout Shares, Switchback Founder Earn Back Shares, and exercise of warrants:

 

     Shares      %  

Switchback Public Shareholders

     10,374,821        3.8

Switchback Founders

     5,929,688        2.2

Bird Global Class A Stockholders

     205,534,191        75.5

Bird Global Class X Stockholders

     34,534,930        12.7

PIPE Investors

     16,000,000        5.8
  

 

 

    

 

 

 

Total Shares at Acquisition Closing (excluding unvested Bird Awards and Earnout Shares)

     272,373,630        100

Accounting Treatment for the Business Combination

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

Note 2—Transaction Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet

The unaudited pro forma condensed combined financial information does not give effect to any anticipated synergies, operating efficiencies, tax savings, or cost savings that may be associated with the Business Combination. No tax adjustment has been computed for the pro forma Bird Global financial results, as it expects to remain in a net loss position and maintain a full valuation allowance against its U.S. deferred tax assets. The pro forma transaction adjustments included in the unaudited pro forma condensed combined balance sheet as of September 30, 2021 are as follows:

 

  (a)

Cash. Reflects the impact of the Business Combination on the cash balance of Bird Global. The table below represents the sources and uses of funds as it relates to the Business Combination (in thousands):

 

Cash reconciliation

  

Bird historical cash balances(i)

     38,667  

Switchback historical cash balances(ii)

     135  

Switchback cash held in Trust Account(iii)

     316,269  

Fees paid for deferred underwriting commissions and legal fees related to Switchback’s initial public offering(iv)

     (11,244

PIPE Financing, net of transaction costs(v)

     153,600  

Transaction accounting adjustment to cash due to redemptions(vi)

     (212,502

Switchback cash from related party loan(vii)

     1,500  

Fees paid for deferred transaction costs upon Acquisition Closing Date(viii)

     (19,607
  

 

 

 

Total excess cash to balance sheet from Business Combination(ix)

     266,818  

 

(i)

Represents the historical Bird cash and cash equivalents balance at September 30, 2021.

(ii)

Represents the historical Switchback cash and cash equivalents balance at September 30, 2021.

(iii)

Represents the amount of Switchback restricted investment and cash held in Switchback’s Trust Account that held the proceeds from its initial public offering (the “Trust Account”) immediately prior to consummation of the Business Combination.

(iv)

Represents payment of $11.1 million of deferred underwriting commissions and $0.1 million of legal fees from Switchback’s initial public offering payable upon consummation of the Business Combination.

 

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(v)

Represents the proceeds of $160.0 million from the issuance of shares of Class A common stock to the PIPE Investors, net of $6.4 million of issuance costs.

(vi)

Represents the amount paid to Switchback’s public shareholders who exercised redemption rights on 21,250,179 Class A ordinary shares.

(vii)

Represents cash proceeds from additional related party loans issued to the Sponsor after September 30, 2021 that were converted into private placement warrants at the Domestication Merger.

(viii)

Represents payment of final Business Combination transaction costs.

(ix)

The amount of excess cash of Bird Global meets the required reserve of $160.0 million.

 

  (b)

Presentation Alignment. The following summary represents reclassifications to conform Switchback’s financial information to financial statement line items and presentation of Bird Global based on Bird’s financial statement presentation:

Switchback Balance Sheet Alignment Adjustments

 

  (i)

Due to related party reclassified to other liabilities

 

  (ii)

Deferred underwriting commissions and deferred legal fees reclassified to other liabilities

 

  (c)

Transaction Costs. Represents payment of $19.6 million and accrual of an additional $13.0 million of transaction costs incurred by both Switchback and Bird of which $24.6 million reflects additional transaction costs incurred by Switchback and Bird after September 30, 2021 until the consummation of the Business Combination. $2.4 million of the transaction costs were deemed to be incurred in conjunction with recognition of the liability-classified Switchback Warrants and is therefore reflected as a charge to accumulated deficit. The remaining $32.0 million of transaction costs is recognized as a decrease to additional paid-in capital.

 

  (d)

Cash Held in Trust. Represents release of the restricted investments and cash held in the Trust Account upon consummation of the Business Combination to fund the closing of the Business Combination, net of settlement of deferred underwriting commissions and legal fees from Switchback’s initial public offering (see Note 2(a)).

 

  (e)

PIPE Funds. Reflects the proceeds of $160,000,000 from the issuance of 16,000,000 shares of Class A common stock in the PIPE Financing at $10.00 per share with par value of $0.0001 to the PIPE Investors, offset by the issuance costs of 4% of gross proceeds, or $6.4 million.

 

  (f)

Earnout Shares (No Service Requirement). Reflects the fair value of the Earnout Shares liability potentially issuable to Bird stockholders that is not subject to a continued service requirement. This portion of the Earnout Shares is liability-classified due to failure to meet the equity classification criteria under ASC 815-40. The Earnout Shares liability will be remeasured at fair value through net income (loss) at each reporting period subsequent to the closing of the Business Combination. For purposes of pro forma transaction adjustments, however, as subsequent fair value of the Earnout Shares liability cannot be estimated at the closing date of the Business Combination, there will be no pro forma impact to the statement of operations related to the remeasurement of this Earnout Shares liability. The total fair value of the Earnout Shares liability is $235.9 million, of which $224.6 million has no service requirement and, therefore, is liability-classified pursuant to ASC 815-40.

 

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  (g)

Bird Equity Conversion and Business Combination Consideration. The following table represents the impact of the Business Combination on stockholders’ equity assuming no redemptions by Switchback’s public shareholders.

 

    Shares
Outstanding
as of
September 30, 2021
    Automatic
Exercise and
Conversion of
Warrants and
Bifurcated
Embedded
Derivatives(i)
    Conversion of
Preferred
Shares(ii)
    Bird Shares
Outstanding
Immediately
Prior to
Closing(iii)
    New Bird
Shares Issued
to Bird
Shareholders(iv)
 

Bird Senior Preferred Warrants and Bifurcated Embedded Derivatives Outstanding

    3,207,677       (3,207,677     —         —         —    

Bird Senior Preferred Stock Outstanding

    29,234,172       3,207,677       (32,441,849     —         —    

Prior Bird Preferred Stock and Exchanged Common Stock Outstanding

    158,279,138       —         (158,279,138     —         —    

Bird Common Stock Outstanding

    62,947,411       —         209,989,800       272,937,211       240,069,121  

Bird Options and Bird RSU Awards Outstanding

    22,128,483       —         —         22,128,483       19,463,691  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

    275,796,881       —         19,268,813       295,065,694       259,532,812  

 

(i)

To reflect the automatic exercise and conversion of warrants (the “Bird Senior Preferred Warrants”) to purchase shares of Bird’s preferred stock, par value $0.00001 per share, designated as Senior Preferred Stock (the “Bird Senior Preferred Stock”) and bifurcated embedded derivatives of $142.8 million into 3,207,677 shares of Bird Senior Preferred Stock.

(ii)

To reflect the conversion of Bird Preferred Stock and exchanged Bird Common Stock of $1,044.6 million into 158,279,138 shares of Bird Common Stock and $132.4 million of Bird Senior Preferred Stock into 32,441,849 shares of Bird Common Stock.

(iii)

To reflect the $0.0001 par value impact on additional paid in capital pursuant to the 240,069,121 shares of Bird Global common stock issued as consideration in the Business Combination. These amounts are based on an Exchange Ratio of approximately 0.880 at the effective time of the Business Combination.

(iv)

Of the 240,069,121 shares of common stock outstanding, 205,534,191 shares are Class A common stock and 34,534,930 shares are Class X common stock.

 

  (h)

Reclassification of Switchback Class A Ordinary Shares. Reflects the reclassification of the remaining 10,374,821 Class A ordinary shares after redemption into Class A common stock and additional paid-in capital of $136.7 million.

 

  (i)

Reclassification of Switchback Class B Ordinary Shares and Switchback Founder Earn Back Shares. Reflects the reclassification of Class B ordinary shares held by Switchback’s former initial shareholders from Class B ordinary shares to Class A common stock at the Acquisition Closing Date and the reclassification of the par value and additional paid in capital related to the 25% of Class B ordinary shares that represent Switchback Founder Earn Back Shares into a liability at fair value of $17.9 million.

 

  (j)

Issuance of Bird RSU Awards. On April 2, 2021, July 12, 2021, and September 5, 2021, Bird issued 4.8 million, 0.7 million, and 0.3 million Bird RSU Awards, respectively, to certain employees under the 2017 Plan. Such Bird RSU Awards vest based on a combination of service and performance conditions between one and four years. Certain issued Bird RSU Awards met the performance vesting conditions either shortly prior to, or as of, the Acquisition Closing Date. Accordingly, this adjustment reflects $8.8 million credited to additional paid-in capital with an offset to accumulated deficit for Bird RSU Awards that were reflected as attributed compensation expense (see Note 4(c) below).

 

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  (k)

Other Liabilities. The components of adjustments to other liabilities are as follows:

 

     Footnote
Reference
   Pro Forma
Adjustments
 

Presentational alignment of deferred underwriting commissions and deferred legal fees

   2(a)(iv), 2(b)(ii)      11,244  

Settlement of deferred underwriting commissions and deferred legal fees

   2(a)(iv), 2(b)(ii)      (11,244

Earnout Shares

   2(f)      224,628  

Reclassification of Switchback Class B ordinary shares and Switchback Founder Earn Back Shares

   2(i)      17,891  
     

 

 

 

Total Pro Forma Adjustments

        242,519  

 

  (l)

Additional Paid-In Capital. The components of transaction adjustments to additional paid-in capital are as follows:

 

     Pro Forma Adjustments  

Transaction costs

   2(c)    $ (31,957

PIPE Financing, comprising proceeds of $160.0 million, offset by issuance costs of $(6.4) million

   2(e)      153,598  

Earnout Shares

   2(f)      (224,628

Equity consideration paid in the Business Combination, comprising exercise of Bird Senior Preferred Warrants and bifurcated embedded derivatives of $142.8 million, and conversion of Bird Preferred Stock and Bird Senior Preferred Stock of $1,044.6 million and $132.4 million, respectively

   2(g)(i), 2(g)(ii)      1,319,442  

Reclassification of Switchback Class A ordinary shares comprising reclassification of Switchback Class B ordinary shares of $136.7 million after exercise of public shareholder redemption rights

   2(h)      103,718  

Reclassification of Switchback Class B ordinary shares and Switchback Founder Earn Back Shares

   2(i)      (17,891

Issuance of Bird RSU Awards

   2(j)      8,757  
     

 

 

 

Total Pro Forma Adjustments

        1,311,039  

Note 3—Transaction Adjustments to Unaudited Pro Forma Condensed Combined Statement of Operations for the Nine Months Ended September 30, 2021

 

  (a)

Presentation Alignment The following summary represents reclassifications to conform Switchback’s financial information to financial statement line items and presentation of Bird Global based on Bird’s financial statement presentation:

Switchback Income Statement Alignment Adjustments

 

  (i)

Administrative expenses—related party reclassified to general and administrative

 

  (ii)

Change in fair value of derivative warrant liabilities reclassified to other income (expense), net

 

  (iii)

Financing costs—derivative warrant liabilities reclassified to other income (expense), net

 

  (iv)

Loss upon issuance of private placement warrants reclassified to other income (expense), net

 

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  (b)

Earnout Shares (Service Requirement). Reflects one quarter of compensation expense recognized for the portion of Earnout Shares subject to a service condition based on a grant date fair value of $11.3 million with a derived requisite service period of 2.27 years.

 

  (c)

Elimination of Gain from Investments Held in Trust Account. Reflects the elimination of investment income related to investments held in the Trust Account.

 

  (d)

Reversal of Transaction Costs. Reflects the reversal of transaction costs to be capitalized as part of the Business Combination.

Note 4—Transaction Adjustments to Unaudited Pro Forma Condensed Combined Statement of Operations for the Year Ended December 31, 2020

The pro forma Business Combination adjustments included in the unaudited pro forma condensed combined statements of operations for the year ended December 31, 2020 are as follows:

 

  (a)

Earnout Shares (Service Requirement). Reflects one year of compensation expense recognized for the portion of Earnout Shares subject to a service condition based on a grant date fair value of $11.3 million with a derived requisite service period of 2.27 years.

 

  (b)

Transaction Costs Associated with Warrants. Reflects the pro rata allocation of transaction costs related to warrants.

 

  (c)

Compensation Expense Associated with Bird RSU Awards. On April 2, 2021, July 12, 2021, and September 5, 2021, Bird issued 4.8 million, 0.7 million, and 0.3 million Bird RSU Awards, respectively, to certain employees under the 2017 Plan. Such Bird RSU Awards vest based on a combination of service and performance conditions between one and four years. Certain issued Bird RSU Awards met the performance vesting conditions either shortly prior to, or as of, the Acquisition Closing Date. Accordingly, this adjustment reflects $8.8 million of compensation expense for Bird RSU Awards that vested upon the Acquisition Closing Date, as well as for attribution of compensation expense to granted but unvested Bird RSU Awards. Attribution was based on a $6.55, $8.11, and $8.44 per Bird RSU Award preliminary grant date fair value estimate, respectively, using a straight-line recognition method as an approximation of the accelerated method of compensation expense recognition.

 

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Note 5—Loss per Share

Net loss per share is calculated by applying the two-class method and using the pro forma weighted-average Class A common stock and Class X common stock outstanding, and the issuance of additional shares in connection with the Business Combination, assuming the shares were outstanding since January 1, 2020. As the Business Combination is being reflected as if it had occurred at the beginning of the periods presented, the calculation of weighted-average shares outstanding for basic and diluted net loss per share assumes that the shares issued relating to the Business Combination have been outstanding for the entire periods presented.

 

     Nine Months Ended September 30, 2021  

(in thousands, except share and per share data)

   Class A Common Stock     Class X Common Stock  

Pro forma net loss

   $ (152,753   $ (22,300

Pro forma weighted average shares outstanding—basic and diluted

     236,564,433       34,534,930  

Pro forma net loss per share—basic and diluted

   $ (0.65   $ (0.65
   $ —     $ —  

Pro forma weighted average shares outstanding—basic and diluted

   $ —     $ —  

Switchback Public Shareholders

     9,100,554       —    

Switchback Founders

     5,929,688       —    

Total Switchback

     15,030,242       —    
  

 

 

   

 

 

 

Bird(1)

     205,534,191       34,534,930  

PIPE Investors

     16,000,000       —    
  

 

 

   

 

 

 

Pro forma weighted average shares outstanding—basic and diluted(2)

     236,564,433       34,534,930  
  

 

 

   

 

 

 

 

     Year Ended December 31, 2020  

(in thousands, except share and per share data)

   Class A Common Stock     Class X Common Stock  

Pro forma net loss

   $ (198,215   $ (28,936

Pro forma weighted average shares outstanding—basic and diluted

     236,564,433       34,534,930  

Pro forma net loss per share—basic and diluted

   $ (0.84   $ (0.84
   $ —     $ —  

Pro forma weighted average shares outstanding—basic and diluted

   $ —     $ —  

Switchback Public Shareholders

     9,100,554       —    

Switchback Founders

     5,929,688       —    
  

 

 

   

 

 

 

Total Switchback

     15,030,242       —    

Bird(1)

     205,534,191       34,534,930  

PIPE Investors

     16,000,000       —    
  

 

 

   

 

 

 

Pro forma weighted average shares outstanding—basic and diluted(2)

     236,564,433       34,534,930  
  

 

 

   

 

 

 

 

(1)

Excludes 20.8 million shares of common stock that will be issued upon the occurrence of future events (i.e., vesting of restricted stock or exercise of stock options). Total consideration to be issued to Bird stockholders is $2.4 billion, or 240.0 million shares ($10.00 per share price). The total number of shares issued included all issued and outstanding Bird Common Stock and Bird Preferred Stock. Accordingly, the weighted-average pro forma shares outstanding at closing excludes the portion of consideration shares that were unvested, unissued, and/or unexercised at the Acquisition Closing Date.

(2)

For the purposes of applying the treasury stock method for calculating diluted earnings per share, it was assumed that all outstanding Bird Restricted Stock, Bird Options, Switchback Warrants, existing Bird

 

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  Warrants, Bird’s liability-classified earnout (not subject to a continued service requirement), Bird’s equity-classified earnout (subject to a continued service requirement), and Switchback Founder Earn Back Shares are exchanged for Class A common stock. However, since this results in anti-dilution, the effect of such exchange was not included in the calculation of diluted loss per share. Shares underlying these instruments are as follows: (a) 20.8 million shares of common stock for outstanding restricted stock and stock options; (b) 12.9 million shares of Class A common stock underlying the Warrants; (c) 0.1 million shares of Class A common stock underlying Bird Warrants prior to consummation of the Business Combination; (d) 28.4 million shares of Class A common stock underlying Bird’s liability-classified earnout; and (e) 2.0 million shares of Class A common stock underlying Switchback Founder Earn Back Shares. Class A common stock and Class X common stock issuable as Earnout Shares is not included in the weighted average shares outstanding as the contingency to the Earnout Shares getting issued has not yet been resolved at December 31, 2020 or September 30, 2021.

Note 6—Earnout Shares

The Earnout Shares issuable to Bird stockholders and vested Bird Award holders, and the Switchback Founder Earn Back Shares, are expected to be accounted for as liability classified equity-linked instruments that are earned upon the achievement of certain triggering events. The preliminary estimated fair value of the Switchback Founder Earn Back Shares and the liability classified portion of the Earnout Shares is $17.9 million and $224.4 million, respectively.

The Earnout Shares issuable to unvested Bird Award holders are considered a stock-based compensation award due to the requirement that Bird Award holders must remain employed by Bird Global in order not to forfeit such unvested Bird Awards and in order to be eligible to receive the Earnout Shares. The preliminary grant date fair value estimate of the stock-based compensation portion of the Earnout Shares is $11.6 million (see Note 3(b) and Note 4(a) for further discussion on pro forma impacts to the statements of operations).

The fair value of the Earnout Shares and the Switchback Founder Earn Back Shares were determined using a Monte Carlo simulation valuation model using a distribution of potential outcomes on a monthly basis over the Earnout Period. The preliminary estimated fair value of the Switchback Founder Earn Back Shares and Earnout Shares was determined using the most reliable information available to estimate current stock price, expected volatility, the risk-free interest rate, the expected term, and expected dividend yield.

 

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

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

You should read the following discussion and analysis of our financial condition and results of operations together with the “Summary Historical Financial Data” section of this prospectus and our consolidated financial statements and the related notes appearing elsewhere in this prospectus. This discussion contains forward-looking statements that reflect our plans, estimates, and beliefs that involve risks and uncertainties. As a result of many factors, such as those set forth under the “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements” sections and elsewhere in this prospectus, our actual results may differ materially from those anticipated in these forward-looking statements.

Our Business

Bird’s mission is to provide environmentally friendly transportation for everyone. We believe in leading the transition to clean, equitable transportation through innovation and technology. In partnership with cities, Bird’s proprietary technology and operations are revolutionizing the existing transportation paradigm by making lightweight electric vehicles readily available to rent or own around the world.

Since our first shared ride in 2017, we have facilitated over 100 million trips on Bird vehicles through our Sharing business. Today, Bird offers riders an on-demand, affordable, and cleaner alternative for their short-range mobility needs in over 350 cities worldwide, and we are only getting started. The shared micromobility industry has enormous growth potential, representing approximately $800 billion in potential market opportunity on an annual basis. We believe that Bird is uniquely positioned to capture share in this market due to (i) our founder-led, visionary management team, (ii) our advanced technology and data platform, (iii) aligned incentives in the mutually beneficial model in which we utilize third-party logistics providers—Fleet Managers—to store, operate, maintain, and repair our vehicles, and (iv) our strong year-round unit economics.

COVID-19 has accelerated the adoption of environmentally conscious, socially distanced transportation alternatives such as Bird. As the world enters a new, post-pandemic “normal,” we are continuing to work with cities to increase micromobility access and infrastructure investments to ensure that the shift to sustainable urban transportation continues long after the pandemic subsides.

Business Model

We categorize our offerings into Sharing and Product Sales. Centered on our proprietary technology and vehicle designs, our offerings are aimed at revolutionizing urban mobility.

Sharing

We generate substantially all of our revenue from our Sharing business. The service provides riders with seamless, on-demand access to Bird vehicles, enabling them to locate, unlock, and pay for rides through our mobile application. Bird generates revenue on each trip taken on one of our shared vehicles. For a single ride, riders pay a fixed unlock fee to access the vehicle in addition to a market-level, per-minute price for each minute the vehicle is in use.

Local in-market operations for our Sharing business are either managed In-House or with the support of a network of Fleet Managers. Prior to the second quarter of 2020, substantially all of our in-market operations were conducted via the In-House operating model. After temporarily pausing operations at the onset of COVID-19, we rapidly shifted to the Fleet Manager operating model as a way to quickly relaunch and provide safe and socially distanced transportation options for our global city partners.

 

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Fleet Managers typically manage logistics for fleets of 100 or more Bird-owned vehicles in their local markets, driving meaningful scale on a hyper-local level. With the support of our central operations team and advanced technology platform, Fleet Managers manage the day-to-day logistics responsibilities required for proper fleet management, including deploying, repairing, rebalancing, and sanitizing Bird vehicles. Through a revenue share model, Fleet Managers make money on each ride taken on the vehicles in their care, creating built-in economic incentives to ensure these vehicles are properly maintained, frequently cleaned, and strategically placed to align with local demand. There are no upfront costs associated with becoming a Fleet Manager, and they typically utilize existing tools and resources to manage their fleet. As such, the Fleet Manager program provides economic advancement opportunities to local businesses, many of which were impacted by the COVID-19 pandemic.

Product Sales

Our Product Sales business consists primarily of vehicle sales to retail customers. In order to scale our mission and provide greater access to micromobility solutions, we sell several Bird-designed vehicle models through select retail channels. In addition to increasing brand awareness, sales of our products bolster our top-line revenue while leveraging existing investment in vehicle R&D. These products are typically purchased, stored, sold, and delivered to retail partners by a network of contracted distributors.

Key Operating Metrics and Non-GAAP Financial Measures

We review the following key business metrics and non-GAAP financial measures to evaluate our business, measure our performance, identify trends affecting our business, formulate business plans, and make strategic decisions.

 

     Nine Months Ended
September 30,
    Year Ended December 31,  
        2021           2020        2020     2019     2018  
     (in millions, except as  otherwise noted)  

Operating Metrics:

          

Rides

     30.8       13.7       18.3       40.1       23.9  

Average Rides per Deployed Vehicle per Day

     1.7x       1.5x       1.3x       2.5x       2.8x  

Average Deployed Vehicles (in thousands)

     65.1       32.4       37.6       43.5       23.4  

Gross Transaction Value

   $ 182.1     $ 86.0     $ 115.2     $ 161.9     $ 78.9  

Non-GAAP Financial Metrics:

          

Ride Profit (before Vehicle Depreciation)

   $ 67.5     $ 7.1     $ 15.7     $ (3.5   $ (90.7

% of Sharing Revenue

     47     12     20     (2 )%      (155 )% 

Ride Profit (after Vehicle Depreciation)

   $ 31.6     $ (12.3   $ (10.1   $ (115.7   $ (203.3

% of Sharing Revenue

     22     (21 )%      (13 )%      (82 )%      (348 )% 

Adjusted EBITDA

   $ (47.4   $ (149.6   $ (182.1   $ (229.1   $ (193.8

Operating Metrics

Rides: Rides is a key indicator of the usage and scale of our Sharing business. We calculate Rides as the total number of trips completed by customers of our Sharing business. Rides increased significantly as we scaled our operations and witnessed the rapid adoption of shared micromobility by both riders and cities. Rides are seasonal to a certain degree. We typically experience higher levels of activity in the second and third quarters as a result of improved weather conditions in the Northern Hemisphere and lower levels of activity in the first and fourth quarters as conditions worsen.

Rides per Deployed Vehicle per Day (“RpD”): RpD represents the rate at which our Shared vehicles are utilized by riders. We calculate RpD as the total number of Rides divided by total Deployed Vehicles (as defined below) in our Sharing business each calendar day.

 

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Deployed Vehicles: Deployed Vehicles represent the number of vehicles available to riders through our Sharing business. We calculate Deployed Vehicles on a pro-rata basis over a 24-hour period, wherein two vehicles deployed for a combined period of 24 hours equate to one Deployed Vehicle. Deployed Vehicles constitute a portion of our total fleet, and we strategically deploy vehicles depending on a variety of factors, including weather, historical demand, time of day, and day of the week. If a vehicle is charging, under repair, or temporarily missing, it is not considered deployed. During the winter months, we proactively place portions of our fleet in reserve to align with seasonal demand and preserve our asset base. Therefore, Deployed Vehicles volumes tend to fluctuate seasonally.

Gross Transaction Value (“GTV”): GTV reflects the total dollar value, excluding any applicable taxes, of Rides in our Sharing business and vehicle sales to retail customers and Bird Platform partners in our Product Sales business, in each case without any adjustment for retail discounts or refunds. In order to calculate GTV, we add back contra revenues from both our Product Sales and Sharing businesses and adjustments to the Bird Platform revenue we recognize. GTV is a key indicator of the scale of our business and ultimately drives revenue.

The following table presents a breakdown of our calculation of GTV:

 

     Nine Months Ended September 30,      Year Ended December 31,  
         2021              2020          2020      2019      2018  
(in millions)                                   

Revenue

   $ 151.1      $ 70.7      $ 94.6      $ 150.5      $ 58.5  

Contra Revenue

     15.0        7.6        10.6        10.6        20.4  

Platform Adjustment(1)

     16.0        7.7        10.0        0.8        0.0  

Gross Transaction Value

     182.1        86.0        115.2        161.9        78.9  

 

(1)

Represents the difference between the full amount charged to Bird Platform partner riders (excluding applicable taxes) and the revenue recognized by Bird.

Non-GAAP Financial Measures and Reconciliations of Non-GAAP Financial Measures

Ride Profit: Ride Profit reflects the profit generated from rides in our Sharing business after accounting for direct ride expenses, which primarily consist of payments to Fleet Managers. Other ride costs include payment processing fees, network infrastructure, and city permit fees. We calculate Ride Profit (i) before vehicle depreciation to illustrate the cash return and (ii) after vehicle depreciation to illustrate the impact of the evolution of our vehicles. We calculate Ride Profit Margin as Ride Profit divided by the revenue we generate from our Sharing business. We believe that Ride Profit is a useful indicator of the economics of our Sharing business, as it excludes indirect, unallocated expenses such as R&D, selling and marketing, and general and administrative expenses.

 

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The following table presents a reconciliation of Ride Profit (before Vehicle Depreciation) and Ride Profit (after Vehicle Depreciation) to gross margin, which is the most directly comparable GAAP measure, for the periods indicated:

 

     Nine Months Ended
September 30,
    Year Ended December 31,  
         2021             2020         2020     2019     2018  
(in millions)                               

Gross margin

   $ 31.2     $ (21.7   $ (23.5   $ (135.7   $ (212.1

Vehicle depreciation(1)

     35.9       19.4       25.8       112.2       112.5  

Vehicle count adjustments(2)

     0.2       1.9       5.5       9.7       8.9  

Product Sales division(3)

     0.2       7.5       7.9       10.3       0.0  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Ride Profit (before Vehicle Depreciation)

     67.5       7.1       15.7       (3.5     (90.7
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Vehicle depreciation(1)

     (35.9     (19.4     (25.8     (112.2     (112.5
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Ride Profit (after Vehicle Depreciation)

     31.6       (12.3     (10.1     (115.7     (203.3
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

(1)

We exclude vehicle depreciation as these costs are non-cash in nature. Vehicle depreciation excludes tariff depreciation adjustments in 2020, which were $(2.0) million for the year ended December 31, 2020, and $(1.4) million and $(2.1) million for the nine months ended September 30, 2020 and 2021, respectively.

(2)

We exclude vehicle count adjustments as these are adjustments made based on results of physical inventory counts, which are non-cash in nature.

(3)

We exclude the revenue and cost of revenue associated with vehicle sales to retail customers and Bird Platform partners.

Adjusted EBITDA: Adjusted EBITDA is a supplemental measure of operating performance used to inform management decisions for the business. It may also be useful to investors in evaluating our performance on a relative basis to other comparable businesses as it excludes impact from items that are non-cash in nature, non-recurring, or not related to our core business operations. We experience seasonality in Adjusted EBITDA typically tied to periods of increased demand in the summer months. We calculate Adjusted EBITDA as net profit or loss, adjusted to exclude (i) interest income, net, (ii) provision for/benefit from income taxes, (iii) depreciation and amortization, (iv) vehicle count adjustments, (v) stock-based compensation expense, (vi) tariff refunds, (vii) other non-recurring, non-cash, or non-core items, and (viii) other income (expense), net, including foreign currency.

The following table presents a reconciliation of Adjusted EBITDA to net income, which is the most directly comparable GAAP measure, for the periods indicated:

 

     Nine Months Ended
September 30,
    Year Ended December 31,  
     2021     2020     2020     2019     2018  
(in millions)                               

Net loss

   $ (156.8   $ (164.1   $ (208.2   $ (387.5   $ (367.4

Interest (income) expense, net

     5.0       5.0       6.6       4.7       (1.6

Provision for (benefit from) income taxes

     0.1       0.2       0.1       0.3       0.0  

Depreciation and amortization(1)

     39.7       27.4       35.4       116.1       113.4  

Vehicle count adjustments

     0.2       1.9       5.5       9.7       8.9  

Share-based compensation

     4.3       4.7       6.1       30.6       53.0  

Tariff refunds(2)

     0.0       (24.6     (25.0     0.0       0.0  

Non-recurring, non-cash, and non-core items

     0.0       0.0       0.0       0.0       0.0  

Other (income) expense, net, including foreign currency(3)

     60.1       (0.1     (2.6     (3.0     0.0  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted EBITDA

   $ (47.4   $ (149.6   $ (182.1   $ (229.1   $ (193.8
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

70


 

(1)

Depreciation and amortization excludes tariff depreciation and other adjustments, which were $(2.0) million for the year ended December 31, 2020, and $(2.3) million and $(2.6) million for the nine months ended September 30, 2020 and 2021, respectively.

(2)

Consists of a refund for import duties that were charged to import our products from China into the markets that we operate in. We exclude this as it is non-recurring in nature and not indicative of our core operating performance.

(3)

Consists of $53.6 million of non-cash expense attributable to liability-classified warrants and embedded derivatives and $6.4 million due to foreign currency exchange rate fluctuations for the nine months ended September 30, 2021.

Selected Quarterly Financial Information

The following tables present the unaudited quarterly historical consolidated financial and other data for Bird for each of the quarterly periods presented below. This information should be read in conjunction with the consolidated financial statements and the related notes included elsewhere in this prospectus. The results of historical periods are not necessarily indicative of the results in any future period and the results of a particular quarter or other interim period are not necessarily indicative of the results for a full year.

Key Operating Metrics and Financial Measures

 

    Three Months Ended  
    March 31,
2019
    June 30,
2019
    September 30,
2019
    December 31,
2019
    March 31,
2020
    June 30,
2020
    September 30,
2020
    December 31,
2020
    March 31,
2021
    June 30,
2021
    September 30,
2021
 
    (in millions, except as otherwise noted)  

Operating Metrics:

                     

Rides

    5.2       11.4       15.7       7.9       4.0       2.2       7.5       4.6       4.4       11.3       15.1  

Average Rides per Deployed Vehicles per Day

    2.1x       2.7x       2.9x       2.1x       1.6x       1.4x       1.6x       0.9x       1.1x       1.8x       2.1x  

Average Deployed Vehicles (in thousands)

    27.0       45.9       59.5       41.4       27.8       17.5       51.7       53.0       47.0       69.5       78.5  

Gross Transaction Value

  $ 15.4     $ 45.4     $ 64.1     $ 37.0     $ 23.2     $ 13.3     $ 49.6     $ 29.1     $ 31.3     $ 71.2     $ 79.5  

Non-GAAP Financial Metrics:

                     

Ride Profit (before Vehicle Depreciation)

  $ (15.0   $ 3.1     $ 10.9     $ (2.5   $ (8.7   $ 1.4     $ 14.5     $ 8.5     $ 7.6     $ 27.8     $ 31.9  

% of Sharing Revenue

    (113 )%      8     19     (8 )%      (54 )%      15     43     41     35     49     50

Ride Profit (after Vehicle Depreciation)

  $ (39.3   $ (26.9   $ (20.5   $ (29.0   $ (15.9   $ (1.8   $ 5.5     $ 2.1     $ 2.0     $ 15.4     $ 14.1  

% of Sharing Revenue

    (297 )%      (67 )%      (36 )%      (97 )%      (99 )%      (19 )%      16     10     9     27     22

Adjusted EBITDA

  $ (59.3   $ (47.7   $ (48.9   $ (73.2   $ (78.2   $ (43.3   $ (28.0   $ (32.6   $ (30.7   $ (11.5   $ (5.3

 

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Gross Transaction Value

The following table presents our GTV attributable to Sharing and Product Sales revenues for the periods presented:

 

    Three Months Ended  

GTV

  March 31,
2019
    June 30,
2019
    September 30,
2019
    December 31,
2019
    March 31,
2020
    June 30,
2020
    September 30,
2020
    December 31,
2020
    March 31,
2021
    June 30,
2021
    September 30,
20213
 
(in millions)                                                                  

Sharing

  $ 14.8     $ 43.6     $ 60.9     $ 32.4     $ 19.1     $ 12.6     $ 43.0     $ 25.5     $ 26.7     $ 68.0     $ 78.0  

Product Sales

    0.6       1.8       3.2       4.6       4.1       0.7       6.6       3.6       4.6       3.2       1.5  

The following table presents a breakdown of our calculation of GTV for the periods presented:

 

    Three Months Ended  
    March 31,
2019
    June 30,
2019
    September 30,
2019
    December 31,
2019
    March 31,
2020
    June 30,
2020
    September 30,
2020
    December 31,
2020
    March 31,
2021
    June 30,
2021
    September 30,
2021
 
(in millions)                                                                  

Revenue

  $ 13.8     $ 41.9     $ 60.3     $ 34.5     $ 20.2     $ 10.4     $ 40.2     $ 23.8     $ 25.7     $ 60.0     $ 65.4  

Contra Revenue

    1.6       3.1       3.3       2.6       2.4       0.7       4.5       3.0       3.3       5.1       6.6  

Platform Adjustment(1)

    0.0       0.4       0.5       (0.1     0.6       2.2       4.9       2.3       2.3       6.1       7.5  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Gross Transaction Value

  $ 15.4     $ 45.4     $ 64.1     $ 37.0     $ 23.2     $ 13.3     $ 49.6     $ 29.1     $ 31.3     $ 71.2     $ 79.5  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

(1)

Represents the difference between the full amount charged to Bird Platform partner riders (excluding applicable taxes) and the revenue recognized by Bird.

Ride Profit

The following table presents a reconciliation of Ride Profit (before Vehicle Depreciation) and Ride Profit (after Vehicle Depreciation) to gross margin, which is the most directly comparable GAAP measure, for the periods indicated:

 

    Three Months Ended  
    March 31,
2019
    June 30,
2019
    September 30,
2019
    December 31,
2019
    March 31,
2020
    June 30,
2020
    September 30,
2020
    December 31,
2020
    March 31,
2021
    June 30,
2021
    September 30,
2021
 
(in millions)                                                                  

Gross margin

  $ (44.6   $ (42.7   $ (15.7   $ (32.7   $ (16.5   $ (6.1   $ 1.1     $ (2.0   $ 2.0     $ 15.7     $ 13.5  

Vehicle depreciation(1)

    24.3       30.0       31.4       26.5       7.2       3.2       9.0       6.4       5.6       12.4       17.8  

Vehicle count adjustments(2)

    3.9       14.8       (6.9     (2.1     (2.4     (0.1     4.4       3.6       (0.2     (0.3     (0.6

Product Sales division(3)

    1.4       1.0       2.1       5.8       3.0       4.4       0.0       0.5       0.2       0.0       0.0  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Ride Profit (before Vehicle Depreciation)

  $ (15.0   $ 3.1     $ 10.9     $ (2.5   $ (8.7   $ 1.4     $ 14.5     $ 8.5     $ 7.6     $ 27.8     $ 31.9  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Vehicle depreciation(1)

    (24.3     (30.0     (31.4     (26.5     (7.2     (3.2     (9.0     (6.4     (5.6     (12.4     (17.8
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Ride Profit (after Vehicle Depreciation)

  $ (39.3   $ (26.9   $ (20.5   $ (29.0   $ (15.9   $ (1.8   $ 5.5     $ 2.1     $ 2.0     $ 15.4     $ 14.1  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

(1)

We exclude vehicle depreciation and tariff depreciation adjustments as these costs are non-cash in nature.

(2)

We exclude vehicle count adjustments as these are adjustments made based on results of physical inventory counts, which are non-cash in nature.

(3)

We exclude the revenue and cost of revenue associated with vehicle sales to retail customers and Bird Platform partners.

 

3 

NTD: Company to provide.

 

72


Adjusted EBITDA

The following table presents a reconciliation of Adjusted EBITDA to net income, which is the most directly comparable GAAP measure, for the periods indicated:

 

    Three Months Ended        
    March 31,
2019
    June 30,
2019
    September 30,
2019
    December 31,
2019
    March 31,
2020
    June 30,
2020
    September 30,
2020
    December 31,
2020
    March 31,
2021
    June 30,
2021
    September 30,
2021
 
(in millions)                                                                  

Net loss

  $ (89.5   $ (96.4   $ (101.2   $ (100.4   $ (70.2   $ (50.0   $ (43.8   $ (44.2   $ (76.2   $ (43.7   $ (36.9

Interest (income) expense, net

    (0.5     1.7       2.1       1.4       1.8       1.7       1.5       1.6       1.6       3.1       0.3  

Provision for (benefit from) income taxes

    0.0       0.0       0.0       0.3       0.1       0.0       0.1       (0.1     0.0       0.1       0.0  

Depreciation and amortization(1)

    24.8       31.2       33.2       26.9       10.6       5.7       11.1       8.0       6.9       13.5       19.2  

Vehicle count adjustments

    3.9       14.8       (6.9     (2.1     (2.4     (0.1     4.4       3.6       (0.2     (0.3     0.6  

Share-based compensation

    2.2       1.3       26.0       1.1       2.3       1.2       1.2       1.4       1.5       1.3       1.5  

Tariff refunds(2)

    0.0       0.0       0.0       0.0       (23.2     (1.4     0.0       (0.4     0.0       0.0       0.0  

Non-recurring, non-cash, and non-core items

    0.0       0.0       0.0       0.0       0.0       0.0       0.0       0.0       0.0       0.0       0.0  

Other (income) expense, net, including foreign currency(3)

    (0.2     (0.3     (2.1     (0.4     2.8       (0.4     (2.5     (2.5     35.7       14.5       10.0  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted
EBITDA

  $ (59.3   $ (47.7   $ (48.9   $ (73.2   $ (78.2   $ (43.3   $ (28.0   $ (32.6   $ (30.7   $ (11.5   $ (5.3
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

(1)

Depreciation and amortization excludes tariff depreciation adjustments.

(2)

Consists of a refund for import duties that were charged to import our products from China into the markets that we operate in. We exclude this as it is non-recurring in nature and not indicative of our core operating performance.

(3)

Consists of non-cash expense attributable to liability-classified warrants and embedded derivatives and foreign currency exchange rate fluctuations.

Key Factors Affecting Our Performance

Our financial position and results of operations depend to a significant extent on the following factors:

Ability to continue to expand our rider base

We grow our business by attracting new riders to our offerings and increasing their usage of these offerings over time. We believe our global brand, offerings, and superior vehicle design heighten brand awareness and generate significant demand. To grow our business, we frequently expand into new markets, including smaller, long-tail markets, which we believe Bird is uniquely positioned to serve. In new and existing markets, we offer incentives for first-time riders to try our vehicles and a referral program to drive ridership growth. Once riders begin using Bird, we provide a quality experience to retain riders and encourage repeat usage. If we fail to continue to attract riders to our platform and grow our rider base or expand riders’ usage of our platform over time, our results of operations would be harmed.

Regulatory environment for shared micromobility

The shared micromobility industry is relatively nascent and rapidly evolving. As such, we are subject to changes in local laws and regulations that can permit or limit our ability to provide shared micromobility in certain markets, which may then in turn impact our financial performance. Each market has unique regulatory dynamics that directly or indirectly impact our ability to operate profitably and effectively, including, but not limited to, permit fees (both fixed and variable), vehicle caps, permit duration limits, employment requirements, and vehicle deployment mandates. The COVID-19 pandemic galvanized cities across the globe to enact

 

73


favorable regulatory changes, resulting in the opening of new cities to shared micromobility and expansion of bike lane infrastructure. However, regulatory standards for shared micromobility are constantly evolving, both to the benefit and detriment of our business, and can vary significantly by jurisdiction.

We actively partner with cities to ensure our vehicles, offerings, and services are in compliance with local regulations. We develop programs alongside cities to maximize the positive impact of micromobility and provide customized tools and technology to assist in identifying and addressing transportation-related issues. Certain markets, such as smaller, long-tail markets, typically offer more favorable regulatory environments for our Sharing businesses. These long-tail markets are a key component of our growth strategy.

Vehicle performance

Our portfolio of Bird-designed vehicles benefits from our vehicle team’s unique experience as the innovators of the shared electric scooter industry. New vehicle models deliver significant improvements across key vectors, including durability, ease of maintenance and repair, and battery life. Our ability to generate revenue from our Deployed Vehicles is dependent on sustaining strong vehicle performance and limiting vehicle depreciation, which is directly related to a vehicle’s useful life. We anticipate future investments in R&D—including investments in new and existing form factors—to increase adoption of our services and yield further cost improvements.

Fleet expansion and vehicle supply

Our business is dependent on ensuring sufficient supply of our vehicles to satisfy demand from new markets, to meet increased demand in existing markets, or to replace churned vehicles. We are also reliant upon availability of spare parts to repair our vehicles. We rely on a limited number of international suppliers to produce and manufacture our vehicles and vehicle components. As such, any material changes in trade policy, increases in logistics costs, or global supply chain disruptions could materially impact our results of operations. While we believe we have a robust supply chain, our financial results would be impacted if the supply or cost of vehicles or vehicle components were to change materially.

Ability to attract and retain the services of the best-in-class Fleet Managers

In the markets where we operate via the Fleet Manager model, we must ensure we work with an adequate number of Fleet Managers to match the local demand for our Sharing businesses. When we enter a new market, we often need to invest in acquisition channels and sales efforts to drive sufficient scale of Fleet Managers in order to ensure ample vehicle supply for our riders. We also actively monitor the contractual performance of the Fleet Managers and focus on retaining the services of high-performing Fleet Managers, which can impact our financial performance and results of operations.

Impact of COVID-19

In March 2020, the World Health Organization declared the outbreak of COVID-19 a pandemic. In response to the pandemic and corresponding health risks, we temporarily paused operations throughout Europe and in several cities in the United States to safeguard the health and safety of our customers and employees. In the United States, we continued to operate a limited number of reduced fleets in cities in which Bird was deemed an “essential service.” After ensuring our fleets could operate safely and in compliance with local guidelines, we resumed operations in all of our markets with the expanded goal of providing an affordable transportation option to communities in need of socially distanced forms of transportation.

The COVID-19 pandemic reduced global travel and altered daily commutes, which significantly impacted demand for shared micromobility. Furthermore, global supply chain disruptions impacted our vehicle supply in certain markets. In an effort to quickly relaunch our fleets and provide a safe transportation alternative, we

 

74


accelerated our operating model evolution from In-House to Fleet Manager. We believe COVID-19 has accelerated the adoption of our offerings and created additional tailwinds for shared micromobility as people seek out socially distanced and environmentally conscious modes of transportation.

Seasonality and weather

We experience different levels of seasonality in each market where we operate. Each market has unique seasonality, events, and weather that can increase or decrease rider demand for our shared micromobility offerings. For example, seasonality can be correlated to changes in the number of local residents and visitors, which may in turn be impacted by weather. Certain holidays have the potential to impact ride demand on the holiday itself or during the preceding and subsequent weekends. Additionally, inclement weather, including rain, snow, extreme temperatures, and natural disasters, tend to reduce the demand for our offerings. In order to mitigate the impact of seasonality and ensure our vehicles are protected, vehicles are proactively placed in reserve when we expect RpD to decrease. When weather conditions improve or other seasonal factors increase demand for our services, we act quickly to redeploy vehicles and capture the upside.

Ability to compete effectively

The shared micromobility industry is highly competitive; thus our ability to improve our results of operations and achieve our profitability goals are dependent upon our ability to compete effectively. We face competition from companies who may have greater brand recognition or more financial and marketing resources than we do, as well as potential future entrants. In certain markets, increased competition may impede our ability to receive operating permits or result in pricing pressure. In the future, we believe that industry consolidation could reduce the number of operators but result in larger competitors in certain markets. Despite these competitive dynamics, we believe that our superior vehicles (designed specifically for shared micromobility), operating model, and advanced technology and data platform differentiate our offerings from those of our competitors in a meaningful way.

Acquisitions and strategic partnerships

As part of our business strategy, we have made and intend to continue to make strategic acquisitions to expand our global footprint, add complementary technologies or services, or grow our customer base. Our acquisitions may significantly impact our future financial and operational performance and affect comparability of our financial statements from period to period. Additionally, we have and will continue to enter into strategic partnerships with complementary brands and companies to increase brand awareness and drive rider engagement.

Components of Our Results of Operations

Sharing Revenue

Our revenue is primarily generated from our Sharing business. Customers typically pay for the ride from their preloaded wallet balance on a per-ride basis, and revenue is typically recognized at the time of the ride.

Product Sales Revenue

We also generate revenue from Product Sales, primarily consisting of sales of our vehicles to retail customers. Our retail customers include our distributors, retailers, and direct customers.

Cost of Sharing Revenue, Exclusive of Depreciation

Cost of sharing revenue primarily consists of variable costs. These costs have changed as our business model has migrated from reliance on the In-House model to the Fleet Manager program in early 2020. Within both business models, costs of revenue include payment processing fees, network infrastructure, vehicle count adjustments, and city permit fees.

 

75


Payment processing fees include merchant fees, chargebacks, and failed charges. Network infrastructure includes the costs to host our mobile app, as well as our mobile data fees. Vehicle count adjustments include costs recognized from vehicle adjustments during quarterly hard counts at our regional distribution centers and in-market resource centers.

Through early 2020, all of our Sharing business was supported by our In-House operating model. Costs related to In-House operations primarily include payments to contingent workers, service center overhead, and independent contractors for vehicle maintenance, including consumption of spare parts, and certain ancillary tasks and service center and distribution network expenses. The service center and distribution network expenses are associated with charging, repairing, hibernating, and maintaining the vehicles.

In 2020, we launched our Fleet Manager program. The Fleet Manager model leverages support from local service providers to provide logistics for, and maintain fleets of, Bird-owned vehicles. Costs included within the Fleet Manager model primarily consist of the revenue share payments paid to the Fleet Managers.

Cost of Product Sales Revenue

Cost of Product Sales revenue primarily consists of the amount paid for the vehicles, customs and duties, freight to the customer, certain insurance costs, refurbishments, and any adjustments to inventory on hand.

Depreciation on Revenue Earning Vehicles

We capitalize expenses incurred to bring a vehicle to a condition where it can be initially deployed within our Sharing business. The costs include the amount paid for the vehicles, freight from the manufacturer, customs and duties, and specific tariff costs imposed by the United States on China. All models after our first model, Bird Zero, have been shipped as finished goods.

We depreciate released vehicles using a usage-based depreciation methodology based on the number of rides taken by customers.

Gross Margin

Gross margin represents our revenue less cost of revenue and any depreciation recognized on revenue earning vehicles.

General and Administrative

General and administrative costs represent costs incurred by us for executive and management overhead and administrative and back-office support functions. These costs primarily consist of salaries, benefits, travel, bonuses, and stock-based compensation (“personnel expenses”), software licenses and hardware, network and cloud, and IT services (“technology services”), professional service providers, off-site storage and logistics, certain insurance coverage, and an allocation of office rent and utilities (“facilities expenses”) related to our general and administrative divisions. General and administrative costs are expensed as incurred.

Selling and Marketing

Selling and marketing costs represent costs incurred by us to source new Fleet Managers and customers. These costs primarily consist of personnel expenses, advertising expenses, brand and creative services, promotional vehicles, and an allocation of certain technology services and facilities expenses related to our selling and marketing divisions. Selling and marketing costs are expensed as incurred.

 

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Research and Development

Research and development costs represent costs incurred by us to develop, design, and enhance our hardware and software products, services, technologies, and processes. These costs primarily consist of personnel expenses, professional service providers, mechanical engineering, and an allocation of certain technology services and facilities expenses related to our research and development divisions. Research and development costs are expensed as incurred.

Tariff Reimbursement

The U.S. government imposed Section 301 tariffs on certain goods imported from China to the United States, including our vehicles. Amounts were refunded in 2020 and recorded as tariff reimbursements. The refund had a material non-recurring impact in the first half of 2020.

Interest Income (Expense), Net

Interest income primarily consists of interest earned on our money market accounts.

Interest expense primarily consists of interest incurred and paid and amortization of deferred costs on our debt, and costs associated with extinguishment of debt.

Other Income (Expense), Net

Other income (expense), net primarily consists of foreign currency exchange gains and losses, and issuance costs associated with derivative instruments, as well as subsequent mark-to-market adjustments of such liabilities. The impact of the issuance costs is expected to decrease in future periods.

Provision for Income Taxes

Provision for income taxes primarily consists of income taxes in foreign jurisdictions and U.S. state income taxes. As we expand the scale of our international business activities, any changes in the U.S. and foreign taxation of such activities may increase our overall provision for income taxes in the future.

We have a valuation allowance for our U.S. deferred tax assets, including federal and state NOLs, as well as the majority of our foreign deferred tax assets. We expect to maintain this valuation allowance until it becomes more likely than not that the benefit of our deferred tax assets will be realized by way of expected future taxable income.

 

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Results of Operations

Nine Months Ended September 30, 2021 Compared to Nine Months Ended September 30, 2020

The following table sets forth our results of operations for the periods presented. The period-to-period comparisons of financial results is not necessarily indicative of future results.

 

     Nine Months Ended September 30,  
     2021      2020      $ Change      % Change  
     (In thousands, except percentages)  

Revenues:

           

Sharing

   $ 142,314      $ 59,320      $ 82,994        139.9

Product Sales

     8,806        11,363        (2,557      (22.5
  

 

 

    

 

 

    

 

 

    

 

 

 

Total revenues

     151,120        70,683        80,437        113.8  

Cost of Sharing, exclusive of depreciation

     77,041        55,378        (21,663      (39.1

Cost of Product Sales

     9,026        18,940        9,914        52.3  

Depreciation on revenue earning vehicles

     33,811        18,033        (15,778      (87.5
  

 

 

    

 

 

    

 

 

    

 

 

 

Gross margin

     31,242        (21,668      52,910        244.2  

Other operating expenses:

           

General and administrative

     92,792        120,175        27,383        22.8  

Selling and marketing

     10,880        13,633        2,753        20.2  

Research and development

     19,096        28,265        9,169        32.4  

Tariff reimbursement

     —          (24,637      24,637        (100.0
  

 

 

    

 

 

    

 

 

    

 

 

 

Total operating expenses

     122,768        137,436        14,668        10.7  
  

 

 

    

 

 

    

 

 

    

 

 

 

Loss from operations

     (91,526      (159,104      67,578        42.5  

Interest expense

     (5,011      (5,006      (5      (0.1

Other (expense) income, net

     (60,107      163        (60,270      *
  

 

 

    

 

 

    

 

 

    

 

 

 

Loss before income taxes

     (156,644      (163,947      7,303        4.5  

Provision for income taxes

     110        147        37        25.2  
  

 

 

    

 

 

    

 

 

    

 

 

 

Net loss

   $ (156,754    $ (164,094    $ 7,340        4.5
  

 

 

    

 

 

    

 

 

    

 

 

 

 

**

Percentage not meaningful.

 

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The following table sets forth the components of our condensed consolidated statements of operations for each of the periods presented as a percentage of revenue:

 

     Nine Months Ended
September 30,
 
       2021         2020    

Revenue

     100.0     100.0

Cost of Sharing, exclusive of depreciation

     51.0       78.3  

Cost of Product Sales, exclusive of depreciation

     6.0       26.8  

Depreciation on revenue earning vehicles

     22.4       25.5  
  

 

 

   

 

 

 

Gross margin

     20.7       (30.7

Other operating expenses:

    

General and administrative

     61.4       170.0  

Selling and marketing

     7.2       19.3  

Research and development

     12.6       40.0  

Tariff reimbursement

     0.0       (34.9
  

 

 

   

 

 

 

Total operating expenses

     81.2       194.4  
  

 

 

   

 

 

 

Loss from operations

     (60.6     (225.1

Interest expense

     (3.3     (7.1

Other expense, net

     (39.8     0.2  
  

 

 

   

 

 

 

Loss before income taxes

     (103.7     (231.9

Provision for income taxes

     0.1       0.2  
  

 

 

   

 

 

 

Net loss

     (103.7 )%      (232.2 )% 
  

 

 

   

 

 

 

Sharing Revenue

Sharing revenue increased by $83.0 million, or 139.9%, for the nine months ended September 30, 2021, compared to the same period last year. The increase in sharing revenue was primarily driven by an increase in the number of Rides, as well as an increase in fares.

Product Sales Revenue

Product Sales revenue decreased by $2.6 million, or 22.5%, for the nine months ended September 30, 2021, compared to the same period last year. The decrease was primarily driven by macro global supply chain delays on retail inventory fulfillments, including delays in the receipt of products at factories and ports.

Total Revenues

Total revenues increased by $80.4 million, or 113.8%, from $70.7 million in the nine months ended September 30, 2020 to $151.1 million in the nine months ended September 30, 2021 as a result of the increase in Sharing revenue, offset by the decrease in Product Sales revenue.

Cost of Sharing Revenue, Exclusive of Depreciation

Cost of sharing revenue, exclusive of depreciation, increased by $21.7 million, or 39.1%, for the nine months ended September 30, 2021, compared to the same period last year. The increase was primarily driven by increases of $37.1 million in Fleet Manager operations costs, as we continued to grow the Fleet Manager program, and $4.3 million in transaction processing fees as total Rides and Sharing revenue increased, partially offset by decreases of $16.6 million in In-House operation costs, $2.3 million in vehicle production costs and vehicle count adjustments, and $1.4 million in personnel expenses. The decrease related to In-House operations

 

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was due to the switch to the Fleet Manager program and includes decreases of $9.8 million of in-market labor, $3.2 million in service center overhead expenses, $2.3 million in charger payments, and $1.4 million in service center spare parts.

Cost of Product Sales Revenue, Exclusive of Depreciation